SEALED AIR CORP/DE (Form: 10-Q, Received: 11/08/2019 09:46:46)

(In millions)

September 30, 2019

December 31, 2018

Contract liabilities

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-12139

SEALED AIR CORPORATION

(Exact name of registrant as specified in its charter)



Delaware		65-0654331
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
2415 Cascade Pointe Boulevard
Charlotte	North Carolina	28208
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (980) 221-3235

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.10 per share	SEE	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 154,515,743 shares of the registrant’s common stock, par value $0.10 per share, issued and outstanding as of November 4, 2019.



	Page
PART I. FINANCIAL INFORMATION
Condensed Consolidated Balance Sheets — September 30, 2019 and December 31, 2018	5
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018	6
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2019 and 2018	7
Condensed Consolidated Statements of Stockholders' Deficit for the Three and Nine Months Ended September 30, 2019 and 2018	8
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018	9
Notes to Condensed Consolidated Financial Statements	11
Note 1 Organization and Basis of Presentation	11
Note 2 Recently Adopted and Issued Accounting Standards	12
Note 3 Revenue Recognition, Contracts with Customers	14
Note 4 Leases	18
Note 5 Divestitures and Acquisitions	20
Note 6 Segments	23
Note 7 Inventories, net	25
Note 8 Property and Equipment, net	25
Note 9 Goodwill and Identifiable Intangible Assets, net	26
Note 10 Accounts Receivable Securitization Programs	27
Note 11 Accounts Receivable Factoring Agreements	28
Note 12 Restructuring Activities	28
Note 13 Debt and Credit Facilities	29
Note 14 Derivatives and Hedging Activities	31
Note 15 Fair Value Measurements and Other Financial Instruments	34
Note 16 Defined Benefit Pension Plans and Other Post-Employment Benefit Plans	36
Note 17 Income Taxes	36
Note 18 Commitments and Contingencies	38
Note 19 Stockholders’ Deficit	43
Note 20 Accumulated Other Comprehensive Loss	46
Note 21 Other (Expense) Income, net	47
Note 22 Net Earnings (Loss) Per Common Share	48
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Item 3. Quantitative and Qualitative Disclosures About Market Risk	67
Item 4. Controls and Procedures	70
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	71
Item 1A. Risk Factors	71
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	72
Item 6. Exhibits	73
Signature	74

Cautionary Notice Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition and results of operations. The U.S. Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking statements so that investors can better understand a company’s future prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as “anticipate,” “believe,” “plan,” “assume,” “could,” “should,” “estimate,” “expect,” “intend,” “potential,” “seek,” “predict,” “may,” “will” and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expected future operating results, expectations regarding the results of restructuring and other programs, anticipated levels of capital expenditures and expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities and governmental and regulatory investigations and proceedings.

The following are important factors that we believe could cause actual results to differ materially from those in our forward-looking statements: global economic and political conditions, currency translation and devaluation effects, changes in raw material pricing and availability, competitive conditions, the success of new product offerings, consumer preferences, the effects of animal and food-related health issues, pandemics, changes in energy costs, environmental matters, the success of our restructuring activities, the success of our financial growth, profitability, cash generation and manufacturing strategies and our cost reduction and productivity efforts, changes in our credit ratings, the tax benefit associated with the Settlement agreement (as defined in our Annual Report on Form 10-K for the year ended December 31, 2018), regulatory actions and legal matters, and the other information referenced in Part I, Item 1A, "Risk Factors", of our Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC, and as revised and updated by our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Non-U.S. GAAP Information

We present financial information that conforms to Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). We also present financial information that does not conform to U.S. GAAP, which we refer to as non-U.S. GAAP, as our management believes it is useful to investors. In addition, non-U.S. GAAP measures are used by management to review and analyze our operating performance and, along with other data, as internal measures for setting annual budgets and forecasts, assessing financial performance, providing guidance and comparing our financial performance with our peers. The non-U.S. GAAP information has limitations as an analytical tool and should not be considered in isolation from or as a substitute for U.S. GAAP information. It does not purport to represent any similarly titled U.S. GAAP information and is not an indicator of our performance under U.S. GAAP. Non-U.S. GAAP financial measures that we present may not be comparable with similarly titled measures used by others. Investors are cautioned against placing undue reliance on these non-U.S. GAAP measures. Further, investors are urged to review and consider carefully the adjustments made by management to the most directly comparable U.S. GAAP financial measure to arrive at these non-U.S. GAAP financial measures. See Note 6, “Segments,” of the Notes to Condensed Consolidated Financial Statements and our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) for reconciliations of our U.S. GAAP financial measures to non-U.S. GAAP. Information reconciling forward-looking U.S. GAAP measures to non-U.S. GAAP measures is not available without unreasonable effort.

Our management may assess our financial results both on a U.S. GAAP basis and on a non-U.S. GAAP basis. Non-U.S. GAAP financial measures provide management with additional means to understand and evaluate the core operating results and trends in our ongoing business by eliminating certain one-time expenses and/or gains (which may not occur in each period presented) and other items that management believes might otherwise make comparisons of our ongoing business with prior periods and peers more difficult, obscure trends in ongoing operations or reduce management’s ability to make useful forecasts.

Our non-U.S. GAAP financial measures may also be considered in calculations of our performance measures set by the Organization and Compensation Committee of our Board of Directors for purposes of determining incentive compensation. The non-U.S. GAAP financial metrics mentioned above exclude items that we consider to be certain specified items (“Special Items”), such as restructuring charges, costs related to acquisitions and divestitures, special tax items (“Tax Special Items”) and certain other infrequent or one-time items. We evaluate unusual or Special Items on an individual basis. Our evaluation of whether to exclude an unusual or Special Item for purposes of determining our non-U.S. GAAP financial measures considers both the quantitative and qualitative aspects of the item, including among other things (i) its nature, (ii) whether or not it relates to our ongoing business operations, and (iii) whether or not we expect it to occur as part of our normal business on a regular basis.

The Company measures segment performance using Adjusted EBITDA (a non-U.S. GAAP financial measure). Adjusted EBITDA is defined as Earnings before Interest Expense, Taxes, Depreciation and Amortization, adjusted to exclude the impact of Special Items.

Adjusted Net Earnings and Adjusted Earnings Per Share (“Adjusted EPS”) are also used by the Company to measure total company performance. Adjusted Net Earnings is defined as U.S. GAAP net earnings from continuing operations excluding the impact of Special Items, including the expense or benefit from any Tax Special Items. Adjusted EPS is defined as our Adjusted Net Earnings divided by the number of diluted shares outstanding.

We also present our adjusted income tax rate or provision (“Adjusted Tax Rate”). The Adjusted Tax Rate is a measure of our U.S. GAAP effective tax rate, adjusted to exclude the tax impact from the Special Items that are excluded from our Adjusted Net Earnings and Adjusted EPS metrics as well as expense or benefit from any Tax Special Items. The Adjusted Tax Rate is an indicator of the taxes on our core business. The tax situations and effective tax rates in the specific countries where the Special Items occur will determine the impact (positive or negative) to the Adjusted Tax Rate.

In our “Net Sales by Geographic Region,” “Net Sales by Segment” and in some of the discussions and tables that follow, we exclude the impact of foreign currency translation when presenting net sales information, which we define as “constant dollar” and we exclude acquisition activity within the first year and divestiture activity and the impact of foreign currency translation when presenting net sales information, which we define as "organic." Changes in net sales excluding the impact of foreign currency translation and acquisition and divestiture activity are non-U.S. GAAP financial measures. As a worldwide business, it is important that we take into account the effects of foreign currency translation when we view our results and plan our strategies. Nonetheless, we cannot control changes in foreign currency exchange rates. Consequently, when our management looks at our financial results to measure the core performance of our business, we may exclude the impact of foreign currency translation by translating our current period results at prior period foreign currency exchange rates. We also may exclude the impact of foreign currency translation when making incentive compensation determinations. As a result, our management believes that these presentations are useful internally and may be useful to investors.

We have not provided guidance for the most directly comparable U.S. GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain Special Items, including gains and losses on the disposition of businesses, the ultimate outcome of certain legal or tax proceedings, foreign currency gains or losses and other unusual gains and losses. These items are uncertain, depend on various factors, and could be material to our results computed in accordance with U.S. GAAP.

SEALED AIR CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)



(In USD millions, except share and per share data)	September 30, 2019			December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	200.0		$	271.7
Trade receivables, net of allowance for doubtful accounts of $9.8 in 2019 and $9.1 in 2018	449.0			473.4
Income tax receivables	43.1			58.4
Other receivables	79.6			81.3
Inventories, net of inventory reserves of $25.7 in 2019 and $18.1 in 2018	618.3			544.9
Prepaid expenses and other current assets	201.4			125.1
Total current assets	1,591.4			1,554.8
Property and equipment, net	1,115.8			1,036.2
Goodwill	2,213.1			1,947.6
Identifiable intangible assets, net	182.1			101.7
Deferred taxes	175.8			170.5
Operating lease right-of-use assets	80.3			—
Other non-current assets	317.9			239.4
Total assets	$	5,676.4		$	5,050.2
Liabilities and Stockholders' Deficit
Current liabilities:
Short-term borrowings	$	205.0		$	232.8
Current portion of long-term debt	14.2			4.9
Current portion of operating lease liabilities	24.6			—
Accounts payable	712.7			765.0
Accrued restructuring costs	41.1			33.5
Income tax payable	22.3			23.5
Other current liabilities	482.4			428.9
Total current liabilities	1,502.3			1,488.6
Long-term debt, less current portion	3,694.0			3,236.5
Long-term operating lease liabilities, less current portion	57.4			—
Deferred taxes	20.3			20.4
Other non-current liabilities	706.5			653.3
Total liabilities	5,980.5			5,398.8
Commitments and contingencies - Note 18
Stockholders’ deficit:
Preferred stock, $0.10 par value per share, 50,000,000 shares authorized; no shares issued in 2019 and 2018	—			—
Common stock, $0.10 par value per share, 400,000,000 shares authorized; shares issued: 231,627,311 in 2019 and 231,619,037 in 2018; shares outstanding: 154,517,589 in 2019 and 155,654,370 in 2018	23.2			23.2
Additional paid-in capital	2,064.7			2,049.6
Retained earnings	1,919.2			1,835.5
Common stock in treasury, 77,109,722 shares in 2019 and 75,964,667 shares in 2018	(3,382.4		)	(3,336.5		)
Accumulated other comprehensive loss, net of taxes	(928.8		)	(920.4		)
Total stockholders’ deficit	(304.1		)	(348.6		)
Total liabilities and stockholders’ deficit	$	5,676.4		$	5,050.2

See accompanying Notes to Condensed Consolidated Financial Statements.

SEALED AIR CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
(In USD millions, except per share data)	2019			2018			2019			2018
Net sales	$	1,218.5		$	1,186.2		$	3,492.2		$	3,472.4
Cost of sales	826.5			820.7			2,356.7			2,369.4
Gross profit	392.0			365.5			1,135.5			1,103.0
Selling, general and administrative expenses	221.6			192.1			699.9			578.9
Amortization expense of intangible assets acquired	9.5			3.6			18.5			10.9
Restructuring charges	6.9			6.6			43.6			22.3
Operating profit	154.0			163.2			373.5			490.9
Interest expense, net	(48.5		)	(44.8		)	(136.6		)	(131.3		)
Foreign currency exchange (loss) gain due to highly inflationary economies	(1.3		)	0.4			(3.4		)	0.4
Other (expense) income, net	(1.9		)	(9.8		)	1.3			(20.7		)
Earnings before income tax provision	102.3			109.0			234.8			339.3
Income tax provision	22.8			33.4			65.5			388.4
Net earnings (loss) from continuing operations	79.5			75.6			169.3			(49.1		)
(Loss) Gain on sale of discontinued operations, net of tax	(11.5		)	3.4			(10.6		)	41.9
Net earnings (loss)	$	68.0		$	79.0		$	158.7		$	(7.2	)
Basic:
Continuing operations	$	0.52		$	0.48		$	1.10		$	(0.31	)
Discontinued operations	(0.08		)	0.02			(0.07		)	0.26
Net earnings (loss) per common share - basic	$	0.44		$	0.50		$	1.03		$	(0.05	)
Diluted:
Continuing operations	$	0.51		$	0.48		$	1.09		$	(0.31	)
Discontinued operations	(0.07		)	0.02			(0.07		)	0.26
Net earnings (loss) per common share - diluted	$	0.44		$	0.50		$	1.02		$	(0.05	)
Dividends per common share	$	0.16		$	0.16		$	0.48		$	0.48
Weighted average number of common shares outstanding:
Basic	154.0			157.2			154.4			160.8
Diluted	154.8			158.0			155.2			160.8

See accompanying Notes to Condensed Consolidated Financial Statements.

SEALED AIR CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(unaudited)



	Three Months Ended September 30,																		Nine Months Ended September 30,
	2019									2018									2019									2018
(In USD millions)	Gross			Taxes			Net			Gross			Taxes			Net			Gross			Taxes			Net			Gross			Taxes			Net
Net earnings (loss)							$	68.0								$	79.0								$	158.7								$	(7.2	)
Other comprehensive income (loss):
Recognition of pension items	$	1.3		$	(0.4	)	0.9			$	2.4		$	(0.2	)	2.2			$	3.5		$	(0.9	)	2.6			$	3.8		$	(0.5	)	3.3
Unrealized gains (losses) on derivative instruments for net investment hedge	17.2			(4.3		)	12.9			(2.8		)	0.7			(2.1		)	20.2			(5.0		)	15.2			12.1			(3.0		)	9.1
Unrealized gains (losses) on derivative instruments for cash flow hedge	1.1			(0.3		)	0.8			(0.2		)	0.1			(0.1		)	(0.7		)	0.2			(0.5		)	3.4			(1.0		)	2.4
Foreign currency translation adjustments	(28.8		)	(3.2		)	(32.0		)	(11.7		)	(0.2		)	(11.9		)	(22.4		)	(3.3		)	(25.7		)	(39.8		)	(0.8		)	(40.6		)
Other comprehensive (loss) income	$	(9.2	)	$	(8.2	)	(17.4		)	$	(12.3	)	$	0.4		(11.9		)	$	0.6		$	(9.0	)	(8.4		)	$	(20.5	)	$	(5.3	)	(25.8		)
Comprehensive income (loss), net of taxes							$	50.6								$	67.1								$	150.3								$	(33.0	)

See accompanying Notes to Condensed Consolidated Financial Statements.

SEALED AIR CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Deficit

(unaudited)



(In USD millions)	Common Stock		Additional Paid-in Capital		Retained Earnings			Common Stock in Treasury			Accumulated Other Comprehensive Loss, Net of Taxes			Total Stockholders’ Deficit
Balance at June 30, 2019	$	23.2	$	2,053.0	$	1,876.4		$	(3,382.4	)	$	(911.4	)	$	(341.2	)
Effect of share-based incentive compensation	—		11.7		—			—			—			11.7
Repurchases of common stock	—		—		—			—			—			—
Recognition of pension items, net of taxes	—		—		—			—			0.9			0.9
Foreign currency translation adjustments	—		—		—			—			(32.0		)	(32.0		)
Unrealized gain on derivative instruments, net of taxes	—		—		—			—			13.7			13.7
Net earnings	—		—		68.0			—			—			68.0
Dividends on common stock ($0.16 per share)	—		—		(25.2		)	—			—			(25.2		)
Balance at September 30, 2019	$	23.2	$	2,064.7	$	1,919.2		$	(3,382.4	)	$	(928.8	)	$	(304.1	)

Balance at December 31, 2018	$	23.2	$	2,049.6	$	1,835.5		$	(3,336.5	)	$	(920.4	)	$	(348.6	)
Effect of share-based incentive compensation	—		14.6		—			—			—			14.6
Stock issued for profit sharing contribution paid in stock	—		0.5		—			21.4			—			21.9
Repurchases of common stock	—		—		—			(67.3		)	—			(67.3		)
Recognition of pension items, net of taxes	—		—		—			—			2.6			2.6
Foreign currency translation adjustments	—		—		—			—			(25.7		)	(25.7		)
Unrealized gain on derivative instruments, net of taxes	—		—		—			—			14.7			14.7
Net earnings	—		—		158.7			—			—			158.7
Dividends on common stock ($0.48 per share)	—		—		(75.0		)	—			—			(75.0		)
Balance at September 30, 2019	$	23.2	$	2,064.7	$	1,919.2		$	(3,382.4	)	$	(928.8	)	$	(304.1	)

Balance at June 30, 2018	$	23.2	$	2,035.0	$	1,593.2		$	(3,165.0	)	$	(858.8	)	$	(372.4	)
Effect of share-based incentive compensation	—		8.2		—			(1.6		)	—			6.6
Repurchase of common stock	—		—		—			(121.5		)	—			(121.5		)
Recognition of pension items, net of taxes	—		—		—			—			2.2			2.2
Foreign currency translation adjustments	—		—		—			—			(11.9		)	(11.9		)
Unrealized loss on derivative instruments, net of taxes	—		—		—			—			(2.2		)	(2.2		)
Net earnings	—		—		79.0			—			—			79.0
Dividends on common stock ($0.16 per share)	—		—		(25.5		)	—			—			(25.5		)
Balance at September 30, 2018	$	23.2	$	2,043.2	$	1,646.7		$	(3,288.1	)	$	(870.7	)	$	(445.7	)

Balance at December 31, 2017	$	23.0	$	1,939.6	$	1,735.2		$	(2,700.6	)	$	(844.9	)	$	152.3
Effect of share-based incentive compensation	0.2		22.9		—			(8.0		)	—			15.1
Stock issued for profit sharing contribution paid in stock	—		0.7		—			23.8			—			24.5
Repurchases of common stock	—		80.0		—			(603.3		)	—			(523.3		)
Recognition of pension items, net of taxes	—		—		—			—			3.3			3.3
Foreign currency translation adjustments	—		—		—			—			(40.6		)	(40.6		)
Unrealized gain on derivative instruments, net of taxes	—		—		—			—			11.5			11.5
Net loss	—		—		(7.2		)	—			—			(7.2		)
Dividends on common stock ($0.48 per share)	—		—		(77.9		)	—			—			(77.9		)
Impact of recently adopted accounting standards	—		—		(3.4		)	—			—			(3.4		)
Balance at September 30, 2018	$	23.2	$	2,043.2	$	1,646.7		$	(3,288.1	)	$	(870.7	)	$	(445.7	)

See accompanying Notes to Condensed Consolidated Financial Statements.

SEALED AIR CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)



	Nine Months Ended September 30,
(In USD millions)	2019			2018
Net earnings (loss)	$	158.7		$	(7.2	)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
Depreciation and amortization	107.3			98.4
Share-based incentive compensation	24.0			22.9
Profit sharing expense	15.3			16.1
Provisions for bad debt	2.6			1.9
Provisions for inventory obsolescence	6.8			—
Deferred taxes, net	(4.3		)	50.8
Net loss (gain) on sale of business	10.6			(41.3		)
Other non-cash items	10.4			24.9
Changes in operating assets and liabilities:
Trade receivables, net	(2.5		)	(31.0		)
Inventories, net	(44.0		)	(113.2		)
Accounts payable	(56.2		)	45.0
Income tax receivable/payable	16.6			55.3
Other assets and liabilities	5.9			27.4
Net cash provided by operating activities	$	251.2		$	150.0
Cash flows from investing activities:
Capital expenditures	(141.6		)	(114.8		)
Payments related to sale of business and property and equipment, net	(2.7		)	(13.0		)
Businesses acquired, net of cash acquired	(452.6		)	(67.8		)
Investment in equity investments	—			(7.5		)
Investment in marketable securities	(10.3		)	—
Settlement of foreign currency forward contracts	(8.2		)	(5.5		)
Other investing activities	—			(2.6		)
Net cash used in investing activities	$	(615.4	)	$	(211.2	)
Cash flows from financing activities:
Proceeds from long-term debt	474.6			—
Net proceeds (payments) from short-term borrowings	(19.7		)	295.8
Payments of debt modification/extinguishment costs	—			(6.1		)
Dividends paid on common stock	(74.4		)	(79.3		)
Impact of tax withholding on share-based compensation	(10.8		)	(7.8		)
Repurchases of common stock	(67.3		)	(534.3		)
Other financing activities	(7.0		)	(2.5		)
Net cash provided by (used in) financing activities	$	295.4		$	(334.2	)
Effect of foreign currency exchange rate changes on cash and cash equivalents	$	(2.9	)	$	(7.3	)
Cash Reconciliation:
Cash and cash equivalents	271.7			594.0
Restricted cash and cash equivalents	—			—
Balance, beginning of period	$	271.7		$	594.0
Net change during the period	(71.7		)	(402.7		)
Cash and cash equivalents	200.0			191.3
Restricted cash and cash equivalents	—			—
Balance, end of period	$	200.0		$	191.3
Supplemental Cash Flow Information:
Interest payments, net of amounts capitalized	$	138.7		$	137.4
Income tax payments, net of cash refunds	$	46.7		$	137.5
Payments related to the sale of Diversey	$	—		$	44.9
Restructuring payments including associated costs	$	76.9		$	7.4

Non-cash items:
Transfers of shares of common stock from treasury for 2018 and 2017 profit-sharing contributions	$	21.9		$	23.8

SEALED AIR CORPORATION AND SUBSIDIARIES

See accompanying Notes to Condensed Consolidated Financial Statements.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1 Organization and Basis of Presentation

Organization

We are a global leader in food safety and security and product protection. We serve an array of end markets including food and beverage processing, food service, retail and commercial and consumer applications. Our focus is on achieving quality profitable growth and increased earnings power through partnering with our customers to provide innovative, sustainable packaging solutions that solve their most complex packaging problems and create differential value for them. We do so through our iconic brands, differentiated technologies, leading market positions, global scale and market access and well-established customer relationships.

We conduct substantially all of our business through two wholly-owned subsidiaries, Cryovac, LLC and Sealed Air Corporation (US). Throughout this report, when we refer to “Sealed Air,” the “Company,” “we,” “our,” or “us,” we are referring to Sealed Air Corporation and all of our subsidiaries, except where the context indicates otherwise.

Basis of Presentation

Our Condensed Consolidated Financial Statements include all of the accounts of the Company and our subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. In management’s opinion all adjustments, necessary for a fair statement of our Condensed Consolidated Balance Sheets as of September 30, 2019 and our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018 have been made. The results set forth in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and in our Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the full year. The Condensed Consolidated Balance Sheet as of December 31, 2018 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. All amounts are in millions, except per share amounts, and approximate due to rounding. All amounts are presented in U.S. Dollar, unless otherwise specified. Some prior period amounts have been reclassified to conform to the current year presentation. These reclassifications, individually and in the aggregate, did not have a material impact on our condensed consolidated financial condition, results of operations or cash flows.

Our Condensed Consolidated Financial Statements were prepared in accordance with the interim reporting requirements of the SEC. As permitted under those rules, annual footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted. The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates.

We are responsible for the unaudited Condensed Consolidated Financial Statements and notes included in this report. As these are condensed financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (“2018 Form 10-K”) and with the information contained in other publicly-available filings with the SEC.

As part of the Company's Reinvent SEE strategy, we have evaluated and made adjustments to our regional operating model. As of January 1, 2019, our Geographic regions are: North America, EMEA, South America and APAC. Our North American operations include Canada, the United States, Mexico and Central America. Mexico and Central America were previously included in Latin America. EMEA consists of Europe, Middle East, Africa and Turkey. APAC refers to our collective Asia Pacific region, including Greater China, India, Southeast Asia, Japan, Korea, Australia and New Zealand.

Impact of Inflation and Currency Fluctuation

Argentina

Economic and political events in Argentina have continued to expose us to heightened levels of foreign currency exchange risk. As of July 1, 2018, Argentina was designated as a highly inflationary economy under U.S. GAAP, and the U.S. dollar replaced the Argentine peso as the functional currency for our subsidiaries in Argentina. All Argentine peso-denominated monetary assets and liabilities were remeasured into U.S. dollars using the current exchange rate available to us, and any

changes in the exchange rate are reflected within Foreign currency exchange loss due to highly inflationary economies on the Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2019, the Company recognized a $1.3 million and $3.4 million remeasurement pre-tax loss related to Argentina, respectively. For the three and nine months ended September 30, 2018, the Company recognized a $0.4 million remeasurement pre-tax gain related to Argentina.

Note 2 Recently Adopted and Issued Accounting Standards

Recently Adopted Accounting Standards

In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842), and issued subsequent amendments to the initial guidance thereafter. This ASU requires an entity to recognize a right-of-use asset (ROU) and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification of the underlying lease as either finance or operating. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard was effective for us on January 1, 2019.

Entities are required to adopt ASC 842 using a modified retrospective transition method. Full retrospective transition is prohibited. The guidance permits an entity to apply the standard’s transition provisions at either the beginning of the earliest comparative period presented in the financial statements or the beginning of the period of adoption (i.e., on the effective date). We adopted the new standard on its effective date.

The new standard provides several optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us.

The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient not to separate lease and non-lease components for all of our leases, which means all consideration that is fixed, or in-substance fixed, relating to the non-lease components will be captured as part of our lease components for balance sheet purposes.

As of September 30, 2019, we recognized additional operating lease liabilities of $82.0 million based on the present value of the remaining minimum rental payments for existing operating leases and corresponding ROU assets of $80.3 million on our Condensed Consolidated Balance Sheets. See Note 4, "Leases," of the Notes to the Condensed Consolidated Financial Statements for additional lease disclosures.

In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815), Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. ASU 2018-16 adds the overnight index swap rate based on the Secured Overnight Financing Rate to the list of U.S. benchmark interest rates eligible to be hedged within ASC 815. This ASU names the Secured Overnight Financing Rate as the preferred reference rate alternative to the London Interbank Offered Rate (LIBOR). The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted ASU 2018-16 on January 1, 2019. The adoption did not have an impact on the Company's Condensed Consolidated Financial Results.

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. As a result of the U.S. Tax Cuts and Jobs Act ("TCJA"), this ASU was issued to provide entities with the option to reclassify stranded tax effects in accumulated other comprehensive income to retained earnings. The Company elected to early adopt ASU 2018-02 as of October 1, 2018 in which the impact was applied to the period of adoption. As part of the adoption, the Company has elected to reclassify the tax effects of the TCJA from accumulated other comprehensive loss ("AOCL") to retained earnings. The adoption of the ASU 2018-02 resulted in a $13.4 million reclassification from AOCL to retained earnings due to the stranded tax effects of the TCJA which was recorded in the period ended December 31, 2018. The primary AOCL balances which were impacted by the TCJA were unrecognized pension items and unrecognized gains (losses) on derivative instruments.

Recently Issued Accounting Standards

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging and Topic 825, Financial Instruments. ASU 2019-04 provides updates and amendments to previously issued ASUs. The amendments clarify the scope of the credit losses standard and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments. Codification Improvements to Topic 326, Financial Instruments - Credit Losses is effective upon our adoption of ASU 2016-13, which we plan to adopt as of January 1, 2020. The amendment will be included in our overall adoption of ASU 2016-13. The amendments related to Derivatives and Hedging address partial-term fair value hedges and fair value hedge basis adjustments. Codification Improvements to Topic 815, Derivatives and Hedging are effective for us beginning the first annual reporting period beginning after April 25, 2019. Amendments on Topic 825, Financial Instruments mainly address the scope of the guidance, the requirement for remeasurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates. For amendments related to ASU 2016-01 (Topic 825, Financial Instruments), the effective date is fiscal years and interim period beginning after December 15, 2019, with early adoption permitted. We do not believe that the adoption of ASU 2019-04 will have an impact on the Company's Condensed Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 amends ASC 350-40 and aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. We are currently in the process of evaluating the effect that ASU 2018-15 will have on the Company's Condensed Consolidated Financial Results.

In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20), Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 eliminates, adds and clarifies certain disclosure requirements related to defined benefit plans and other postretirement plans. The guidance is effective for fiscal years ending after December 15, 2020, with early adoption permitted for reporting periods for which financial statements have yet to be issued or made available for issuance. We do not believe that the adoption of ASU 2018-14 will have an impact on the Company's Condensed Consolidated Financial Statements with the exception of new and expanded disclosures.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 amends the fair value measurement disclosure requirements of ASC 820, including new, eliminated and modified disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted upon the issuance of this ASU, including interim periods for which financial statements have not yet been issued or made available for issuance. If adopted early, entities are permitted to early adopt the eliminated or modified disclosure requirements and delay the adoption of the new disclosure requirements until their effective date. We do not believe that the adoption of ASU 2018-13 will have an impact on the Company's Condensed Consolidated Financial Statements with the exception of new and expanded disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments and issued subsequent amendments to the initial guidance. ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal periods. Entities may adopt earlier as of the fiscal year beginning after December 15, 2018, including interim periods within those fiscal years. We are currently in the process of implementing this new standard update however we do not anticipate this to have a material impact on the Company's Condensed Consolidated Financial Results with the exception of new and expanded disclosure requirements.

Note 3 Revenue Recognition, Contracts with Customers

Description of Revenue Generating Activities

We employ sales, marketing and customer service personnel throughout the world who sell and market our products and services to and/or through a large number of distributors, fabricators, converters, e-commerce and mail order fulfillment firms, and contract packaging firms as well as directly to end-users such as food processors, food service businesses, supermarket retailers, pharmaceutical companies, healthcare facilities, medical device manufacturers, and other manufacturers.

As discussed in Note 6, "Segments," of the Notes to Condensed Consolidated Financial Statements, our reporting segments include: Food Care and Product Care. Our Food Care applications are largely sold directly to end customers, while most of our Product Care products are sold through business supply distributors.

Food Care:

Food Care largely serves perishable food processors, predominantly in fresh red meat, smoked and processed meats, poultry and dairy (solids and liquids) markets worldwide, and maintains a leading position in its target applications. Food Care provides integrated packaging materials and equipment solutions to provide food safety, shelf life extension, and total cost optimization with innovative, sustainable packaging that enables customers to reduce costs and enhance their brands in the marketplace.

Product Care:

Product Care packaging solutions are utilized across many global markets and are especially valuable to e-Commerce, electronics and industrial manufacturing. Product Care solutions are designed to protect valuable goods in shipping and drive operational excellence for our customers, increasing their order fulfillment velocity while minimizing material usage, dimensional weight and packaging labor requirements. The acquisition of Fagerdala in 2017 and AFP in 2018 enabled us to further expand our protective packaging solutions in electronics, transportation and industrial markets with turnkey, custom-engineered, fabricated solutions. The acquisition of Automated Packaging Systems (APS) in 2019, expands the breadth of the Company's automated solutions and sustainable packaging offerings and offers growth opportunities in automated equipment, services and engineering within the markets we serve.

Product Care benefits from the continued expansion of e-Commerce, increasing freight costs, scarcity of labor, and increasing demand for more sustainable packaging. Product Care solutions are largely sold through supply distributors that sell to business/industrial end-users. Product Care solutions are additionally sold directly to fabricators, original equipment manufacturers, contract manufacturers, third-party logistics partners, e-commerce/fulfillment operations, and at various retail centers. Product Care solutions are marketed under industry-leading brands including Bubble Wrap^® packaging, Cryovac^® performance shrink films, Instapak^® polyurethane foam packaging systems, and Korrvu^® suspension and retention packaging.

Adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606)

On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and subsequent amendments to the initial guidance, collectively, Topic 606. The Company adopted the new revenue recognition standard using the modified retrospective approach with a cumulative effect adjustment to retained earnings as of the adoption date. The adoption of Topic 606 did not have a significant impact on our condensed consolidated financial statements with the exception of new and expanded disclosures. However, reporting periods prior to Topic 606 adoption may not be comparable due to differences between Topic 606 and the previous accounting guidance.

Identify Contract with Customer:

For Sealed Air, the determination of whether an arrangement meets the definition of a contract under Topic 606 depends on whether it creates enforceable rights and obligations. While enforceability is a matter of law, we believe that enforceable rights and obligations in a contract must be substantive in order for the contract to be in scope of Topic 606. That is, the penalty for noncompliance must be significant relative to the minimum obligation. Fixed or minimum purchase obligations with penalties for noncompliance are the most common examples of substantive enforceable rights present in our contracts. We determined that the contract term is the period of enforceability outlined by the terms of the contract. This means that in many cases, the term stated in the contract is different than the period of enforceability. After the minimum purchase obligation is

met, subsequent sales are treated as separate contracts on a purchase order by purchase order basis. If no minimum purchase obligation exists, each purchase order represents the contract.

Performance Obligations:

The most common goods and services determined to be distinct performance obligations are consumables/materials, equipment sales, and maintenance. Free on loan and leased equipment is typically identified as a separate lease component in scope of Topic 842. The other goods or services promised in the contract with the customer in most cases do not represent performance obligations because they are neither separate nor distinct, or they are not material in the context of the contract.

Transaction Price and Variable Consideration:

Sealed Air has many forms of variable consideration present in its contracts with customers, including rebates and other discounts. Sealed Air estimates variable consideration using either the expected value method or the most likely amount method as described in the standard. We include in the transaction price some or all of an amount of variable consideration estimated to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

For all contracts that contain a form of variable consideration, Sealed Air estimates at contract inception, and periodically throughout the term of the contract, what volume of goods and/or services the customer will purchase in a given period and determines how much consideration is payable to the customer or how much consideration Sealed Air would be able to recover from the customer based on the structure of the type of variable consideration. In most cases the variable consideration in contracts with customers results in amounts payable to the customer by Sealed Air. Sealed Air adjusts the contract transaction price based on any changes in estimates each reporting period and performs an inception to date cumulative adjustment to the amount of revenue previously recognized. When the contract with a customer contains a minimum purchase obligation, Sealed Air only has enforceable rights to the amount of consideration promised in the minimum purchase obligation through the enforceable term of the contract. This amount of consideration, plus any variable consideration, makes up the transaction price for the contract.

Charges for rebates and other allowances are recognized as a deduction from revenue on an accrual basis in the period in which the associated revenue is recorded. When we estimate our rebate accruals, we consider customer-specific contractual commitments including stated rebate rates and history of actual rebates paid. Our rebate accruals are reviewed at each reporting period and adjusted to reflect data available at that time. We adjust the accruals to reflect any differences between estimated and actual amounts. These adjustments of transaction price impact the amount of net sales recognized by us in the period of adjustment. Revenue recognized in the three and nine months ended September 30, 2019 from performance obligations satisfied in previous reporting periods was $2.2 million and $4.0 million, respectively, and immaterial and $3.2 million in the three and nine months ended September 30, 2018, respectively.

The Company does not adjust consideration in contracts with customers for the effects of a significant financing component if the Company expects that the period between transfer of a good or service and payment for that good or service will be one year or less. This is expected to be the case for the majority of contracts.

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales on the Condensed Consolidated Statements of Operations.

Allocation of Transaction Price:

Sealed Air determines the standalone selling price for a performance obligation by first looking for observable selling prices of that performance obligation sold on a standalone basis. If an observable price is not available, we estimate the standalone selling price of the performance obligation using one of the three suggested methods in the following order of preference: adjusted market assessment approach, expected cost plus a margin approach, and residual approach.

Sealed Air often offers rebates to customers in their contracts that are related to the amount of consumables purchased. We believe that this form of variable consideration should only be allocated to consumables because the entire amount of variable consideration relates to the customer’s purchase of and Sealed Air’s efforts to provide consumables. Additionally, Sealed Air has many contracts that have pricing tied to third-party indices. We believe that variability from index-based pricing should be allocated specifically to consumables because the pricing formulas in these contracts are related to the cost to produce consumables.

Transfer of Control:

Revenue is recognized upon transfer of control to the customer. Revenue for consumables and equipment sales is recognized based on shipping terms, which is the point in time the customer obtains control of the promised goods. Maintenance revenue is recognized straight-line on the basis that the level of effort is consistent over the term of the contract. Lease components within contracts with customers are recognized in accordance with Topic 842.

Disaggregated Revenue

For the three and nine months ended September 30, 2019 and 2018, revenues from contracts with customers summarized by Segment and Geographic region were as follows:



	Three Months Ended September 30, 2019
(In millions)	Food Care		Product Care		Total
North America	$	415.3	$	310.1	$	725.4
EMEA	152.8		96.3		249.1
South America	53.7		4.5		58.2
APAC	102.6		76.4		179.0
Topic 606 Revenue	724.4		487.3		1,211.7
Non-Topic 606 Revenue (Leasing: Sales-type and Operating)	5.2		1.6		6.8
Total	$	729.6	$	488.9	$	1,218.5



	Nine Months Ended September 30, 2019
(In millions)	Food Care		Product Care		Total
North America	$	1,199.2	$	858.8	$	2,058.0
EMEA	449.5		279.3		728.8
South America	156.6		12.4		169.0
APAC	301.3		216.2		517.5
Topic 606 Revenue	2,106.6		1,366.7		3,473.3
Non-Topic 606 Revenue (Leasing: Sales-type and Operating)	14.0		4.9		18.9
Total	$	2,120.6	$	1,371.6	$	3,492.2



	Three Months Ended September 30, 2018
(In millions)⁽¹⁾	Food Care		Product Care		Total
North America	$	414.2	$	285.1	$	699.3
EMEA	156.8		89.1		245.9
South America	51.1		4.4		55.5
APAC	100.4		77.9		178.3
Topic 606 Revenue	722.5		456.5		1,179.0
Non-Topic 606 Revenue (Leasing: Sales-type and Operating)	4.7		2.5		7.2
Total	$	727.2	$	459.0	$	1,186.2



	Nine Months Ended September 30, 2018
(In millions)⁽¹⁾	Food Care		Product Care		Total
North America	$	1,182.8	$	807.1	$	1,989.9
EMEA	476.8		287.1		763.9
South America	155.9		13.7		169.6
APAC	306.3		221.2		527.5
Topic 606 Revenue	2,121.8		1,329.1		3,450.9
Non-Topic 606 Revenue (Leasing: Sales-type and Operating)	14.7		6.8		21.5
Total	$	2,136.5	$	1,335.9	$	3,472.4

⁽¹⁾

Amounts by geography has been reclassified from prior year disclosure to reflect adjustments to our regional operating model. As of January 1, 2019, our geographic regions are: North America, EMEA, South America and APAC. Our North American operations include Canada, the United States, Mexico and Central America. Mexico and Central America were previously included in Latin America. Refer to Note 1, "Organization and Basis of Presentation," of the Notes to Condensed Consolidated Financial Statements.

Contract Balances

The time between when a performance obligation is satisfied and when billing and payment occur is closely aligned, with the exception of equipment accruals. An equipment accrual is a contract offering, whereby a customer is incentivized to use a portion of the consumables transaction price for future equipment purchases. Long-term contracts that include an equipment accrual create a timing difference between when cash is collected and the performance obligation is satisfied, resulting in a contract liability (unearned revenue). The closing balances of contract liabilities arising from contracts with customers as of September 30, 2019 and December 31, 2018 were as follows:

There were no contract asset balances recorded on the Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018.

Revenue recognized in the three and nine months ended September 30, 2019 that was included in the contract liability balance at the beginning of the period was $2.9 million and $4.6 million, respectively, and $1.6 million and $4.6 million in the three and nine months ended September 30, 2018, respectively. This revenue was driven primarily by equipment performance obligations being satisfied.

The contract liability balance represents deferred revenue, primarily related to equipment accruals. The increase in 2019 to deferred revenue was driven by volume on existing agreements. The APS acquisition did not have a material impact on the Company's contract asset or contract liability balances during the quarter.

Remaining Performance Obligations

Our enforceable contractual obligations tend to be short term in nature, and the following table does not include the transaction price of any remaining performance obligations that are part of the contracts with expected durations of less than one year. Additionally, the following table summarizes the estimated transaction price from contracts with customers allocated to performance obligations or portions of performance obligations that have not yet been satisfied as of September 30, 2019, as well as the expected timing of recognition of that transaction price.



(In millions)	Short-Term (12 months or less)		Long-Term		Total
Total transaction price	$	5.2	$	8.1	$	13.3

Assets recognized for the costs to obtain or fulfill a contract

The Company recognizes incremental costs to fulfill a contract as an asset if such incremental costs are expected to be recovered, relate directly to a contract or anticipated contract, and generate or enhance resources that will be used to satisfy performance obligations in the future.

The Company recognizes incremental costs to obtain a contract as an expense when incurred if the amortization period of the asset that otherwise would have been recognized is one year or less. For example, the Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses.

Costs for shipping and handling activities performed after a customer obtains control of a good are accounted for as costs to fulfill a contract and are included in cost of goods sold.

Note 4 Leases

Lessor

Sealed Air has contractual obligations as a lessor with respect to free on loan equipment and leased equipment, both sales-type and operating. The consideration in a contract that contains both lease and non-lease components is allocated based on the standalone selling price.

Our contractual obligations for operating leases can include termination and renewal options. Our contractual obligations for sales-type leases tend to have fixed terms and can include purchase options. We utilize the reasonably certain threshold criteria in determining which options our customers will exercise.

All lease payments are primarily fixed in nature and therefore captured in the lease receivable. Our lease receivable balance at September 30, 2019 was:



(in millions)	Short-Term (12 months or less)		Long-Term		Total
Total lease receivable (Sales-type and Operating)	$	4.2	$	7.4	$	11.6

Lessee

Sealed Air has contractual obligations as a lessee with respect to warehouses, offices, and manufacturing facilities, IT equipment, automobiles, and material production equipment.

Under the leasing standard, ASU 2016-02, leases that are more than one year in duration are capitalized and recorded on the balance sheet. Some of our leases, namely for automobiles and real estate, offer an option to extend the term of such leases. We utilize the reasonably certain threshold criteria in determining which options we will exercise. Furthermore, some of our lease payments are based on index rates with minimum annual increases. These represent fixed payments and are captured in the future minimum lease payments calculation.

In determining the discount rate to use in calculating the present value of lease payments, we estimate the rate of interest we would pay on a collateralized loan with the same payment terms as the lease by utilizing our bond yields traded in the secondary market to determine the estimated cost of funds for the particular tenor. We update our assumptions and discount rates on a quarterly basis.

The standard also provides practical expedients for an entity’s transition and ongoing accounting. In terms of transition accounting, we elected the ‘package of practical expedients’, which permits us to not reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us.

In terms of ongoing accounting, we have elected to use the short-term lease recognition exemption for all asset classes. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets. We have also elected the practical expedient to not separate lease and non-lease components for all asset classes, meaning all consideration that is fixed, or in-substance fixed, will be captured as part of our lease components for balance sheet purposes. Furthermore, all variable payments included in lease agreements will be disclosed as variable lease expense when incurred. Generally, variable lease payments are based on usage and common area maintenance. These payments will be included as variable lease expense when recognized.

The following table details our lease obligations included in our Condensed Consolidated Balance Sheets.



(in millions)	September 30, 2019
Other non-current assets:
Finance leases - ROU assets	$	54.6
Finance leases - Accumulated depreciation	(13.5		)
Operating lease right-of-use-assets:
Operating leases - ROU assets	101.3
Operating leases - Accumulated depreciation	(21.0		)
Total lease assets	$	121.4
Current portion of long-term debt:
Finance leases	$	(10.3	)
Current portion of operating lease liabilities:
Operating leases	(24.6		)
Long-term debt, less current portion:
Finance leases	(30.4		)
Long-term operating lease liabilities, less current portion:
Operating leases	(57.4		)
Total lease liabilities	$	(122.7	)

At September 30, 2019, estimated future minimum annual rental commitments under non-cancelable real and personal property leases were as follows:



(in millions)	Operating leases			Finance leases
Remainder of 2019	$	7.5		$	3.2
2020	26.4			11.9
2021	20.3			10.2
2022	13.3			5.7
2023	9.0			2.8
Thereafter	18.7			15.2
Total lease payments	95.2			49.0
Less: Interest	(13.2		)	(8.3		)
Present value of lease liabilities	$	82.0		$	40.7

At December 31, 2018, operating leases estimated future minimum annual rental commitments under non-cancelable real and personal property leases, prior to the adoption of ASC 842, were as follows:



(in millions)	Operating leases
2019	$	28.5
2020	20.1
2021	14.7
2022	10.1
2023	6.9
Thereafter	17.0
Total lease payments	$	97.3

The following lease cost is included in our Condensed Consolidated Statements of Operations:



(in millions)	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Lease cost
Finance leases
Amortization of ROU assets	$	2.4	$	6.5
Interest on lease liabilities	0.5		1.5
Operating leases	7.4		23.7
Short-term lease cost	2.0		3.9
Variable lease cost	1.6		4.7
Total lease cost	$	13.9	$	40.3



(in millions)	Nine Months Ended September 30, 2019
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	3.9
Operating cash flows from operating leases	$	26.1
Financing cash flows from finance leases	$	6.5

ROU assets obtained in exchange for new finance lease liabilities	$	19.6
ROU assets obtained in exchange for new operating lease liabilities	$	14.5



Weighted average information:
Finance leases
Remaining lease term (in years)	6.4
Discount rate	5.0	%
Operating leases
Remaining lease term (in years)	4.9
Discount rate	5.4	%

Note 5 Divestitures and Acquisitions

Divestitures

Embalagens Ltda.

On August 1, 2017, we entered into an agreement to sell our polystyrene food tray business in Guarulhos, Brazil for a gross purchase price of R$26.9 million (or $8.2 million as of the closing date of March 19, 2018). The purchase price was subject to working capital, cash and debt adjustments, which were finalized in the fourth quarter of 2018 for R$1.6 million (or $0.4 million). For the three and nine months ended September 30, 2018, the Company recognized an immaterial net loss and a net gain on the sale of $1.0 million, respectively, within other (expense) income, net on the Condensed Consolidated Statements of Operations.

Acquisitions

Automated Packaging Systems, LLC

On August 1, 2019 the Company acquired 100% of the limited liability company interest in Automated Packaging Systems, LLC, formerly Automated Packaging Systems, Inc. (APS), a leading manufacturer of automated bagging systems. The acquisition is included in our Product Care reporting segment. APS expands the breadth of the Company's automated solutions and sustainable packaging offerings and offers growth opportunities in the markets in which the Company serves.

Consideration exchanged for APS was $445.7 million. The preliminary opening balance sheet includes $58.2 million of assumed liabilities in connection with a deferred incentive compensation plan for APS' European employees. Sealed Air will make payments to deferred incentive compensation plan participants in approximately equal installments over the next three years.

The purchase price was primarily funded with proceeds from the incremental term facility provided for under an Amendment to our Credit Agreement, as described in Note 13, "Debt and Credit Facilities," of the Notes to Condensed Consolidated Financial Statements. For the three and nine months ended September 30, 2019, total transaction expenses recognized for the APS acquisition were $0.3 million and $2.8 million, respectively. These expenses are included within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The following table summarizes the consideration transferred to acquire APS and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed.



	Preliminary Allocation
(In millions)	As of August 1, 2019
Total consideration transferred	$	445.7

Assets:
Cash and cash equivalents	7.4
Trade receivables, net	37.3
Other receivables	8.9
Inventories, net	40.7
Prepaid expenses and other current assets	2.3
Property and equipment, net	79.3
Goodwill	261.3
Identifiable intangible assets, net	78.7
Other non-current assets	24.7
Total assets	$	540.6
Liabilities:
Current portion of long-term debt	2.6
Accounts payable	12.0
Other current liabilities	36.8
Long-term debt, less current portion	4.3
Other non-current liabilities	39.2
Total liabilities	$	94.9

Identifiable intangible assets, net is comprised of customer relationships, developed technology, trademarks and backlog. The estimated useful life of identifiable intangible assets is expected to be between 5 and 15 years, other than backlog which is expected to have a useful life less than 1 year. There are no indefinite lived intangible assets other than goodwill. The preliminary balance sheet is subject to adjustments and estimated useful lives are being finalized.

Goodwill is a result of the expected synergies and cross-selling opportunities this acquisition is expected to bring as well as the expected growth potential in APS' automated and sustainable solutions. Goodwill allocated to U.S. entities is expected to be deductible for tax purposes. Goodwill allocated to foreign entities is not expected to be deductible for tax purposes. The allocation between U.S. and non-U.S. entities is being finalized. The goodwill balance has been recorded to the Product Care reportable segment.

Other non-current assets includes the net overfunded position of a closed defined benefit pension plan in the United Kingdom. The plan does not have any material impact on the Company's overall defined benefit pension plans, including the weighted average of the key assumptions. Refer to Note 16, "Defined Benefit Pension Plans," of the Notes to Condensed Consolidated Financial Statements for more detail on the Company's other defined benefit pension plans.

The inclusion of APS in our consolidated financial statements is not deemed material with respect to the requirement to provide pro forma results of operations. As such, pro forma information is not presented.

Other Activity

During the second quarter of 2019, Food Care had acquisition activity resulting in a total purchase price paid of $23.4 million. The Company allocated the consideration transferred to the fair value of assets acquired and liabilities assumed, resulting in a preliminary allocation to goodwill of $6.0 million. Purchase price adjustments resulting in an increase to goodwill of $0.3 million were recorded in the third quarter. Identifiable intangible assets acquired were not material.

AFP, Inc.

On August 1, 2018, the Company acquired AFP, Inc., a leading, privately held fabricator of foam, corrugated, molded pulp and wood packaging solutions, to join its Product Care division. This acquisition further expands our protective packaging solutions in the electronics, transportation and industrial markets with custom-engineered applications. We acquired 100% of AFP shares for final consideration of $74.1 million, excluding cash acquired of $3.3 million.

The following table summarizes the consideration transferred to acquire AFP and the allocation of the purchase price among the assets acquired and liabilities assumed.



	Preliminary Allocation		Measurement Period			Final Opening Balance Sheet Allocation
(In millions)	As of August 1, 2018		Adjustments			As of September 30, 2019
Total consideration transferred	$	70.8	$	3.3		$	74.1

Assets:
Cash and cash equivalents	2.9		0.4			3.3
Trade receivables, net	30.8		—			30.8
Inventories, net	7.1		—			7.1
Prepaid expenses and other current assets	0.7		—			0.7
Property and equipment, net	3.5		(0.4		)	3.1
Goodwill	21.6		1.0			22.6
Identifiable intangible assets, net	18.6		0.7			19.3
Other non-current assets	0.7		(0.4		)	0.3
Total assets	$	85.9	$	1.3		$	87.2
Liabilities:
Current portion of long-term debt	—		0.1			0.1
Accounts payable	13.8		(2.2		)	11.6
Other current liabilities	1.3		(0.1		)	1.2
Long-term debt, less current portion	—		0.2			0.2
Total liabilities	$	15.1	$	(2.0	)	$	13.1

The following tables summarizes the identifiable intangible assets, net and their useful life.



	Amount		Useful life
	(in millions)		(in years)
Customer relationships	$	14.9	11
Trademarks and tradenames	4.4		5
Total intangible assets with definite lives	$	19.3

The goodwill allocated to the U.S. entities in the purchase is deductible for tax purposes.

Note 6 Segments

The Company’s segment reporting structure consists of two reportable segments and a Corporate category as follows:


•	Food Care; and


•	Product Care.

The Company’s Food Care and Product Care segments are considered reportable segments under FASB ASC Topic 280. Our reportable segments are aligned with similar groups of products. Corporate includes certain costs that are not allocated to or monitored by the reportable segments' management. The Company evaluates performance of the reportable segments based on the results of each segment. The performance metric used by the Company's chief operating decision maker to evaluate performance of our reportable segments is Adjusted EBITDA. The Company allocates expense to each segment based on various factors including direct usage of resources, allocation of headcount, allocation of software licenses or, in cases where costs are not clearly delineated, costs may be allocated on portion of either net trade sales or an expense factor such as cost of goods sold.

We allocate and disclose depreciation and amortization expense to our segments, although depreciation and amortization are not included in the segment performance metric Adjusted EBITDA. We also allocate and disclose restructuring charges and impairment of goodwill and other intangible assets by segment, although they are not included in the segment performance metric Adjusted EBITDA since restructuring charges and impairment of goodwill and other intangible assets are categorized as Special Items. The accounting policies of the reportable segments and Corporate are the same as those applied to the Condensed Consolidated Financial Statements.

The following tables show Net Sales and Adjusted EBITDA by reportable segment:



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2019			2018			2019			2018
Net Sales:
Food Care	$	729.6		$	727.2		$	2,120.6		$	2,136.5
As a % of Total Company net sales	59.9		%	61.3		%	60.7		%	61.5		%
Product Care	488.9			459.0			1,371.6			1,335.9
As a % of Total Company net sales	40.1		%	38.7		%	39.3		%	38.5		%
Total Company Net Sales	$	1,218.5		$	1,186.2		$	3,492.2		$	3,472.4

	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2019			2018			2019			2018
Adjusted EBITDA from continuing operations
Food Care	$	159.6		$	145.4		$	458.1		$	415.5
Adjusted EBITDA Margin	21.9		%	20.0		%	21.6		%	19.4		%
Product Care	84.0			76.4			243.0			233.3
Adjusted EBITDA Margin	17.2		%	16.6		%	17.7		%	17.5		%
Corporate	(2.5		)	(2.9		)	(7.5		)	(7.6		)
Total Company Adjusted EBITDA from continuing operations	$	241.1		$	218.9		$	693.6		$	641.2
Adjusted EBITDA Margin	19.8		%	18.5		%	19.9		%	18.5		%

The following table shows a reconciliation of net earnings before income tax provision to Total Company Adjusted EBITDA from continuing operations:



	Three Months Ended September 30,					Nine Months Ended September 30,
(In millions)	2019		2018			2019		2018
Earnings before income tax provision	$	102.3	$	109.0		$	234.8	$	339.3
Interest expense, net	48.5		44.8			136.6		131.3
Depreciation and amortization, net of adjustments⁽¹⁾	53.2		41.0			131.4		121.9
Special Items:
Restructuring charges⁽²⁾	6.9		6.6			43.6		22.3
Other restructuring associated costs⁽³⁾	12.8		0.7			50.8		2.5
Foreign currency exchange loss (gain) due to highly inflationary economies	1.3		(0.4		)	3.4		(0.4		)
Charges related to the Novipax settlement agreement	—		—			59.0		—
Charges related to acquisition and divestiture activity	6.0		13.5			9.2		31.3
Gain from class-action litigation settlement	—		—			—		(12.6		)
Other Special Items⁽⁴⁾	10.1		3.7			24.8		5.6
Pre-tax impact of Special Items	37.1		24.1			190.8		48.7
Total Company Adjusted EBITDA from continuing operations	$	241.1	$	218.9		$	693.6	$	641.2


⁽¹⁾	Depreciation and amortization by segment were as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2019			2018			2019			2018
Food Care	$	30.6		$	25.6		$	81.8		$	79.8
Product Care	22.7			15.5			50.7			42.5
Total Company depreciation and amortization⁽ⁱ⁾	53.3			41.1			132.5			122.3
Depreciation and amortization adjustments	(0.1		)	(0.1		)	(1.1		)	(0.4		)
Depreciation and amortization, net of adjustments	$	53.2		$	41.0		$	131.4		$	121.9


⁽ⁱ⁾	Includes share-based incentive compensation of $12.0 million and $25.2 million for the three and nine months ended September 30, 2019, respectively, and $8.3 million and $23.6 million for the three and nine months ended September 30, 2018, respectively.


⁽ⁱⁱ⁾	Depreciation and amortization adjustments represent depreciation and amortization which is considered to be related to a Special Item and are also included in the Special Items presented in the above table.


⁽²⁾	Restructuring charges by segment were as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2019		2018		2019		2018
Food Care	$	3.9	$	2.3	$	26.3	$	8.4
Product Care	3.0		4.3		17.3		13.9
Total Company restructuring charges	$	6.9	$	6.6	$	43.6	$	22.3


⁽³⁾	Other restructuring associated costs for three and nine months ended September 30, 2019, primarily relate to fees paid to third-party consultants in support of Reinvent SEE and costs related to property consolidations resulting from Reinvent SEE.


⁽⁴⁾	Other Special Items for the three and nine months ended September 30, 2019, primarily included fees related to professional services, mainly legal fees, directly associated with Special Items or events that are considered one-time or infrequent in nature.

Assets by Reportable Segments

The following table shows assets allocated by reportable segment. Assets allocated by reportable segment include: trade receivables, net; inventory, net; property and equipment, net; goodwill; intangible assets, net; and leased systems, net.



(In millions)	September 30, 2019		December 31, 2018
Assets allocated to segments:⁽¹⁾
Food Care	$	1,941.6	$	1,914.4
Product Care	2,723.8		2,273.8
Total segments	4,665.4		4,188.2
Assets not allocated:
Cash and cash equivalents	$	200.0	$	271.7
Income tax receivables	43.1		58.4
Other receivables	79.6		81.3
Deferred taxes	175.8		170.5
Other	512.5		280.1
Total	$	5,676.4	$	5,050.2


⁽¹⁾	Beginning in 2018, the Company implemented a change in allocation of Corporate expenses, which are now allocated to Food Care and Product Care segments. At that time, the Company revised the method of allocation for some assets including property and equipment, net and goodwill, which were previously unallocated.

The assets allocated to segments as of December 31, 2018 have been revised to correct an error in the previous allocation of property and equipment, net starting in the first quarter 2018. Assets allocated to Food Care were understated by $372.9 million with an offset to Product Care of $369.6 million and $3.3 million to assets not allocated. There is no impact to consolidated assets at December 31, 2018. This error did not impact the Company's annual assessment of goodwill impairment or any other impairment considerations of long-lived assets.

Note 7 Inventories, net

The following table details our inventories, net:



(In millions)	September 30, 2019		December 31, 2018
Raw materials	$	117.0	$	79.9
Work in process	143.0		142.4
Finished goods	358.3		322.6
Total	$	618.3	$	544.9

Note 8 Property and Equipment, net

The following table details our property and equipment, net:



(In millions)	September 30, 2019			December 31, 2018
Land and improvements	$	45.0		$	41.2
Buildings	734.3			728.6
Machinery and equipment	2,398.0			2,325.7
Other property and equipment	135.5			135.6
Construction-in-progress	151.8			155.1
Property and equipment, gross	3,464.6			3,386.2
Accumulated depreciation and amortization	(2,348.8		)	(2,350.0		)
Property and equipment, net⁽¹⁾	$	1,115.8		$	1,036.2

⁽¹⁾

Upon adoption of ASU 2016-02, $28.3 million of assets that were included in property and equipment, net as of December 31, 2018 are now included in other non-current assets on our Condensed Consolidated Balance Sheets as of September 30, 2019. These assets were related to capital leases, primarily for warehouse, office and small manufacturing facilities, IT equipment and automobiles, which are now ROU assets. Refer to Note 4, “Leases,” of the Notes to Condensed Consolidated Financial Statements for additional information on our ROU assets.

The following table details our interest cost capitalized and depreciation and amortization expense for property and equipment.



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2019		2018		2019		2018
Interest cost capitalized	$	2.5	$	1.3	$	6.4	$	5.0
Depreciation and amortization expense for property and equipment	$	31.7	$	29.0	$	88.7	$	87.6

Note 9 Goodwill and Identifiable Intangible Assets, net

Goodwill

The following table shows our goodwill balances by reportable segment. We review goodwill for impairment on a reporting unit basis annually during the fourth quarter of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. As of September 30, 2019, we did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable.



(In millions)	Food Care			Product Care			Total
Gross Carrying Value at December 31, 2018	$	568.9		$	1,568.9		$	2,137.8
Accumulated impairment⁽¹⁾	(49.2		)	(141.0		)	(190.2		)
Carrying Value at December 31, 2018	$	519.7		$	1,427.9		$	1,947.6
Acquisition, purchase price and other adjustments	6.3			264.4			270.7
Currency translation	(4.2		)	(1.0		)	(5.2		)
Carrying Value at September 30, 2019	$	521.8		$	1,691.3		$	2,213.1


⁽¹⁾	There has been no change to our accumulated impairment balance as of September 30, 2019.

Identifiable Intangible Assets, net

The following tables summarize our identifiable intangible assets, net. As of September 30, 2019, there were no impairment indicators present.



	September 30, 2019							December 31, 2018
(In millions)	Gross Carrying Value		Accumulated Amortization			Net⁽¹⁾		Gross Carrying Value		Accumulated Amortization			Net
Customer relationships	$	104.7	$	(27.9	)	$	76.8	$	72.4	$	(22.3	)	$	50.1
Trademarks and tradenames	27.2		(2.9		)	24.3		15.1		(1.6		)	13.5
Capitalized software	86.0		(58.9		)	27.1		62.2		(49.8		)	12.4
Technology	67.2		(25.0		)	42.2		37.2		(23.5		)	13.7
Contracts	13.2		(10.4		)	2.8		13.2		(10.1		)	3.1
Total intangible assets with definite lives	298.3		(125.1		)	173.2		200.1		(107.3		)	92.8
Trademarks and tradenames with indefinite lives	8.9		—			8.9		8.9		—			8.9
Total identifiable intangible assets, net	$	307.2	$	(125.1	)	$	182.1	$	209.0	$	(107.3	)	$	101.7


⁽¹⁾	As of September 30, 2019, identifiable intangible assets increased primarily due to the APS acquisition. See Note 5, "Divestitures and Acquisitions," of the Notes to the Condensed Consolidated Financial Statements for additional information related to the APS acquisition.

The following table shows the remaining estimated future amortization expense at September 30, 2019.



Year	Amount (in millions)
Remainder of 2019	$	6.8
2020	25.8
2021	20.7
2022	13.8
2023	11.4
Thereafter	94.7
Total	$	173.2

Note 10 Accounts Receivable Securitization Programs

U.S. Accounts Receivable Securitization Program

We and a group of our U.S. operating subsidiaries maintain an accounts receivable securitization program under which they sell eligible U.S. accounts receivable to an indirectly wholly-owned subsidiary that was formed for the sole purpose of entering into this program. The wholly-owned subsidiary in turn may sell an undivided fractional ownership interest in these receivables with two banks and issuers of commercial paper administered by these banks. The wholly-owned subsidiary retains the receivables it purchases from the operating subsidiaries. Any transfers of fractional ownership interests of receivables under the U.S. receivables securitization program to the two banks and issuers of commercial paper administered by these banks are considered secured borrowings with pledge of collateral and will be classified as short-term borrowings on our Condensed Consolidated Balance Sheets. These banks do not have any recourse against the general credit of the Company. The net trade receivables that served as collateral for these borrowings are reclassified from trade receivables, net to prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets.

As of September 30, 2019, the maximum purchase limit for receivable interests was $60.0 million, subject to the availability limits described below.

The amounts available from time to time under this program may be less than $60.0 million due to a number of factors, including but not limited to our credit ratings, trade receivable balances, the creditworthiness of our customers and our receivables collection experience. As of September 30, 2019, the amount available under the program was $60.0 million. Although we do not believe restrictions under this program presently materially restrict our operations, if an additional event occurs that triggers one of these restrictive provisions, we could experience a further decline in the amounts available to us under the program or termination of the program.

The program expires annually in August and is renewable. The 2019 expiration was extended into the fourth quarter of 2019.

European Accounts Receivable Securitization Program

We and a group of our European subsidiaries maintain an accounts receivable securitization program with a special purpose vehicle, or SPV, two banks and issuers of commercial paper administered by these banks. The European program is structured to be a securitization of certain trade receivables that are originated by certain of our European subsidiaries. The SPV borrows funds from the banks to fund its acquisition of the receivables and provides the banks with a first priority perfected security interest in the accounts receivable. We do not have an equity interest in the SPV. We concluded the SPV is a variable interest entity because its total equity investment at risk is not sufficient to permit the SPV to finance its activities without additional subordinated financial support from the bank via loans or via the collections from accounts receivable already purchased. Additionally, we are considered the primary beneficiary of the SPV since we control the activities of the SPV, and are exposed to the risk of uncollectable receivables held by the SPV. Therefore, the SPV is consolidated in our Condensed Consolidated Financial Statements. Any activity between the participating subsidiaries and the SPV is eliminated in consolidation. Loans from the banks to the SPV will be classified as short-term borrowings on our Condensed Consolidated

Balance Sheets. The net trade receivables that served as collateral for these borrowings are reclassified from trade receivables, net to prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets.

As of September 30, 2019, the maximum purchase limit for receivable interests was €80.0 million ($87.5 million equivalent at September 30, 2019), subject to availability limits. The terms and provisions of this program are similar to our U.S. program discussed above. As of September 30, 2019, the amount available under this program before utilization was €70.9 million ($77.6 million equivalent as of September 30, 2019).

This program expires annually in August and is renewable. The program was renewed in the third quarter.

Utilization of Our Accounts Receivable Securitization Programs

As of September 30, 2019, there was $60.0 million borrowed under our U.S. program and €70.9 million ($77.6 million equivalent at September 30, 2019) borrowed under our European program. As of December 31, 2018, there were no amounts borrowed under our U.S. program and €73.3 million ($83.9 million equivalent at December 31, 2018) borrowed under our European program. We continue to service the trade receivables supporting the programs, and the banks are permitted to re-pledge this collateral. The total interest paid for these programs was $0.2 million and $0.6 million for the three and nine months ended September 30, 2019, respectively, and $0.2 million and $0.4 million, respectively, for the three and nine months ended September 30, 2018.

Under limited circumstances, the banks and the issuers of commercial paper can end purchases of receivables interests before the above expiration dates. A failure to comply with debt leverage or various other ratios related to our receivables collection experience could result in termination of the receivables programs. We were in compliance with these ratios at September 30, 2019.

Note 11 Accounts Receivable Factoring Agreements

The Company has entered into factoring agreements and customers' supply chain financing arrangements, to sell certain receivables to unrelated third-party financial institutions. These programs are entered into in the normal course of business. We account for these transactions in accordance with ASC 860, "Transfers and Servicing" ("ASC 860"). ASC 860 allows for the ownership transfer of accounts receivable to qualify for sale treatment when the appropriate criteria is met, which permits the Company to present the balances sold under the program to be excluded from Accounts receivable, net on the Condensed Consolidated Balance Sheets. Receivables are considered sold when (i) they are transferred beyond the reach of the Company and its creditors, (ii) the purchaser has the right to pledge or exchange the receivables, and (iii) the Company has no continuing involvement in the transferred receivables. In addition, the Company provides no other forms of continued financial support to the purchaser of the receivables once the receivables are sold.

Gross amounts factored under this program for the nine months ended September 30, 2019 and the twelve months ended December 31, 2018 were $246.1 million and $249.8 million, respectively. The fees associated with transfer of receivables for all programs were approximately $1.2 million and $2.5 million for the three and nine months ended September 30, 2019, respectively and approximately $0.5 million and $1.5 million for the three and nine months ended September 30, 2018, respectively.

Note 12 Restructuring Activities

For the three and nine months ended September 30, 2019, the Company incurred $6.9 million and $43.6 million, respectively, of restructuring charges and $12.8 million and $50.8 million, respectively, of other related costs. These were primarily a result of restructuring costs associated with the Company’s Reinvent SEE strategy.

Our Restructuring Program consists of previously existing restructuring programs and the new three-year restructuring program which is part of our Reinvent SEE strategy. The Company expects restructuring activities to be completed by the end of 2021.

The Board of Directors has approved cumulative restructuring spend of $840 to $885 million. Restructuring spend is estimated to be incurred as follows:



(in millions)	Total Restructuring Program Range				Less Cumulative Spend to Date			Remaining Restructuring Spend⁽²⁾
	Low		High					Low		High
Costs of reduction in headcount as a result of reorganization	$	355	$	370	$	(329	)	$	26	$	41
Other expenses associated with the Program	230		245		(187		)	43		58
Total expense	585		615		(516		)	69		99
Capital expenditures	255		270		(238		)	17		32
Total estimated cash cost⁽¹⁾	$	840	$	885	$	(754	)	$	86	$	131


⁽¹⁾	Total estimated cash cost excludes the impact of foreign currency and non-cash depreciation and amortization charges.


⁽²⁾	Remaining restructuring spend primarily consists of restructuring costs associated with the Company’s Reinvent SEE strategy, and the completion of our efforts to eliminate stranded costs.

The following table details our restructuring activities reflected in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2019		2018		2019		2018
Other associated costs	$	12.8	$	0.9	$	50.8	$	3.5
Restructuring charges	6.9		6.6		43.6		22.3
Total charges	$	19.7	$	7.5	$	94.4	$	25.8
Capital expenditures	$	0.2	$	0.1	$	2.5	$	0.6

The restructuring accrual, spending and other activity for the nine months ended September 30, 2019 and the accrual balance remaining at September 30, 2019 related to these programs were as follows:



(In millions)
Restructuring accrual at December 31, 2018	$	37.5
Accrual and accrual adjustments	43.6
Cash payments during 2019	(35.5		)
Effect of changes in foreign currency exchange rates	(0.9		)
Restructuring accrual at September 30, 2019	$	44.7

We expect to pay $41.1 million of the accrual balance remaining at September 30, 2019 within the next twelve months. This amount is included in accrued restructuring costs on the Condensed Consolidated Balance Sheets at September 30, 2019. The remaining accrual of $3.6 million is expected to be substantially paid by the end of 2020. This amount is included in other non-current liabilities on our Condensed Consolidated Balance Sheets at September 30, 2019.

Note 13 Debt and Credit Facilities

Our total debt outstanding consisted of the amounts set forth in the following table:



(In millions)	September 30, 2019		December 31, 2018
Short-term borrowings⁽¹⁾	$	205.0	$	232.8
Current portion of long-term debt⁽²⁾	14.2		4.9
Total current debt	219.2		237.7
Term Loan A due July 2022	474.6		—
Term Loan A due July 2023	218.5		222.2
6.50% Senior Notes due December 2020	424.4		424.0
4.875% Senior Notes due December 2022	421.7		421.1
5.25% Senior Notes due April 2023	421.8		421.2
4.50% Senior Notes due September 2023	435.1		454.9
5.125% Senior Notes due December 2024	421.8		421.3
5.50% Senior Notes due September 2025	397.3		397.1
6.875% Senior Notes due July 2033	445.6		445.5
Other⁽²⁾	33.2		29.2
Total long-term debt, less current portion⁽³⁾	3,694.0		3,236.5
Total debt⁽⁴⁾	$	3,913.2	$	3,474.2

⁽¹⁾

Short-term borrowings of $205.0 million at September 30, 2019 are comprised of $58.0 million under our revolving credit facility, $60.0 million and $77.6 million under our U.S. and European securitization programs, respectively, and $9.4 million of short-term borrowings from various lines of credit. Short-term borrowings of $232.8 million at December 31, 2018 were comprised of $140.0 million under our revolving credit facility, $83.9 million under our European securitization program and $8.9 million of short-term borrowings from various lines of credit.

⁽²⁾

The Current portion of long-term debt includes finance lease liabilities of $10.3 million as of September 30, 2019. The Other debt balance includes $30.4 million for long-term liabilities associated with our finance leases as of September 30, 2019. See Note 4, "Leases," of the Notes to Condensed Consolidated Financial Statements for additional information on finance and operating lease liabilities.


⁽³⁾	Amounts are net of unamortized discounts and issuance costs of $21.5 million as of September 30, 2019 and $24.3 million as of December 31, 2018.


⁽⁴⁾	As of September 30, 2019, our weighted average interest rate on our short-term borrowings outstanding was 2.8% and on our long-term debt outstanding was 5.2%. As of December 31, 2018, our weighted average interest rate on our short-term borrowings outstanding was 2.8% and on our long-term debt outstanding was 5.4%.

Amended and Restated Senior Secured Credit Facility

On July 12, 2018, the Company and certain of its subsidiaries entered into a third amended and restated credit agreement and an amendment No. 1 thereto (as may be further amended from time to time, the "Third Amended and Restated Credit Agreement") whereby its senior secured credit facility was amended and restated with Bank of America, N.A., as agent and the other financial institutions party thereto. The changes include: (i) the refinancing of the term loan A facilities and revolving credit facilities with a new U.S. dollar term loan A facility in an aggregate principal amount of approximately $186.5 million, a new pounds sterling term loan A facility in an aggregate principal amount of approximately £29.4 million, and increased our revolving credit facilities from $700.0 million to $1.0 billion (including revolving facilities available in U.S. dollars, euros, pounds sterling, Canadian dollars, Australian dollars, Japanese yen, New Zealand dollars and Mexican pesos), (ii) increased flexibility to lower the interest rate margin for the term loan A facilities and revolving credit facilities, which will range from 125 to 200 basis points (bps) in the case of LIBOR loans, subject to the achievement of certain leverage tests, (iii) the extension of the final maturity of the term loan A facilities and revolving credit commitment to July 11, 2023, (iv) the removal of the requirement to prepay the loans with respect to excess cash flow, (v) adjustments to the financial maintenance covenant of Consolidated Net Debt to Consolidated EBITDA (in each case, as defined in the Third Amended and Restated Credit Agreement) and other covenants to provide additional flexibility to the Company, (vi) the release of certain non-U.S. asset collateral previously pledged by certain of the Company's subsidiaries and (vii) other amendments.

As a result of the Third Amended and Restated Credit Agreement, we recognized $1.9 million of loss on debt redemption in our Condensed Consolidated Statements of Operations in the third quarter of 2018. This amount includes $1.5 million of accelerated amortization of original issuance discount related to the term loan A and lender and non-lender fees related to the entire credit facility. Also included in the loss on debt redemption was $0.4 million of fees incurred in connection with the Third Amended and Restated Credit Agreement. In addition, we incurred $0.7 million of fees that are included in the carrying

amounts of the outstanding debt under the credit facility. We also capitalized $4.9 million of fees that are included in other assets on our Condensed Consolidated Balance Sheets. The amortization expense related to original issuance discount and lender and non-lender fees is calculated using the effective interest rate method over the lives of the respective debt instruments.

On August 1, 2019, Sealed Air Corporation, on behalf of itself and certain of its subsidiaries, and Sealed Air Corporation (US) entered into an amendment and incremental assumption agreement (the Amendment) further amending the Third Amended and Restated Credit Agreement. The Amendment provides for a new incremental term facility in an aggregate principal amount of $475 million, to be used, in part, to finance the acquisition of APS. In addition, we incurred $0.4 million of lender and third party fees included in carrying amounts of outstanding debt. See Note 5, "Divestitures and Acquisitions," of the Notes to Condensed Consolidated Financial Statements for additional information related to the APS acquisition.

Amortization expense related to the senior secured credit facility was $0.5 million and $1.4 million for the three and nine months ended September 30, 2019, and is included in interest expense, net in our Condensed Consolidated Statements of Operations.

Short-term Borrowings

The following table summarizes our available lines of credit and committed and uncommitted lines of credit, including the revolving credit facility discussed above, and the amounts available under our accounts receivable securitization programs.



(In millions)	September 30, 2019		December 31, 2018
Used lines of credit⁽¹⁾	$	205.0	$	232.8
Unused lines of credit	1,136.1		1,135.3
Total available lines of credit⁽²⁾	$	1,341.1	$	1,368.1


⁽¹⁾	Includes total borrowings under the accounts receivable securitization programs, the revolving credit facility and borrowings under lines of credit available to several subsidiaries.


⁽²⁾	Of the total available lines of credit, $1,137.6 million was committed as of September 30, 2019.

Covenants

Each issue of our outstanding senior notes imposes limitations on our operations and those of specified subsidiaries. The Third Amended and Restated Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations on our indebtedness, liens, investments, restricted payments, mergers and acquisitions, dispositions of assets, transactions with affiliates, amendment of documents and sale leasebacks, and a covenant specifying a maximum permitted ratio of Consolidated Net Debt to Consolidated EBITDA (as defined in the Third Amended and Restated Credit Agreement). We were in compliance with the above financial covenants and limitations at September 30, 2019.

Note 14 Derivatives and Hedging Activities

We report all derivative instruments on our Condensed Consolidated Balance Sheets at fair value and establish criteria for designation and effectiveness of transactions entered into for hedging purposes.

As a large global organization, we face exposure to market risks, such as fluctuations in foreign currency exchange rates and interest rates. To manage the volatility relating to these exposures, we enter into various derivative instruments from time to time under our risk management policies. We designate derivative instruments as hedges on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments offset in part or in whole corresponding changes in the fair value or cash flows of the underlying exposures being hedged. We assess the initial and ongoing effectiveness of our hedging relationships in accordance with our policy. We do not purchase, hold or sell derivative financial instruments for trading purposes. Our practice is to terminate derivative transactions if the underlying asset or liability matures or is sold or terminated, or if we determine the underlying forecasted transaction is no longer probable of occurring.

We record the fair value positions of all derivative financial instruments on a net basis by counterparty for which a master netting arrangement is utilized.

Foreign Currency Forward Contracts Designated as Cash Flow Hedges

The primary purpose of our cash flow hedging activities is to manage the potential changes in value associated with the amounts receivable or payable on equipment and raw material purchases that are denominated in foreign currencies in order to minimize the impact of the changes in foreign currencies. We record gains and losses on foreign currency forward contracts qualifying as cash flow hedges in AOCL to the extent that these hedges are effective and until we recognize the underlying transactions in net earnings, at which time we recognize these gains and losses in cost of sales, on our Condensed Consolidated Statements of Operations. Cash flows from derivative financial instruments are classified as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. These contracts generally have original maturities of less than 12 months.

Net unrealized after-tax losses/gains related to cash flow hedging activities that were included in AOCL were a $0.9 million gain and $0.4 million loss for the three and nine months ended September 30, 2019, respectively, and a loss of $1.0 million and a $2.5 million gain for the three and nine months ended September 30, 2018, respectively. The unrealized amounts in AOCL will fluctuate based on changes in the fair value of open contracts during each reporting period.

We estimate that $1.1 million of net unrealized gains related to cash flow hedging activities included in AOCL will be reclassified into earnings within the next twelve months.

Foreign Currency Forward Contracts Not Designated as Hedges

Our subsidiaries have foreign currency exchange exposure from buying and selling in currencies other than their functional currencies. The primary purposes of our foreign currency hedging activities are to manage the potential changes in value associated with the amounts receivable or payable on transactions denominated in foreign currencies and to minimize the impact of the changes in foreign currencies related to foreign currency-denominated interest-bearing intercompany loans and receivables and payables. The changes in fair value of these derivative contracts are recognized in other (expense) income, net, on our Condensed Consolidated Statements of Operations and are largely offset by the remeasurement of the underlying foreign currency-denominated items indicated above. Cash flows from derivative financial instruments are classified as cash flows from investing activities in the Condensed Consolidated Statements of Cash Flows. These contracts generally have original maturities of less than 12 months.

Interest Rate Swaps

From time to time, we may use interest rate swaps to manage our fixed and floating interest rates on our outstanding indebtedness. At September 30, 2019 and December 31, 2018, we had no outstanding interest rate swaps.

Net Investment Hedge

The €400.0 million 4.50% notes issued in June 2015 are designated as a net investment hedge, hedging a portion of our net investment in a certain European subsidiary against fluctuations in foreign exchange rates. The change in the translated value of the debt was $12.3 million ($9.2 million net of tax) as of September 30, 2019 and is reflected in AOCL on our Condensed Consolidated Balance Sheets.

In March 2015, we entered into a series of cross-currency swaps with a combined notional amount of $425.0 million, hedging a portion of the net investment in a certain European subsidiary against fluctuations in foreign exchange rates. As a result of the sale of Diversey, we terminated these cross-currency swaps in September 2017 and settled these swaps in October 2017. The fair value of the swaps on the date of termination was a liability of $61.9 million which was partially offset by semi-annual interest settlements of $17.7 million. This resulted in a net impact of $(44.2) million which is recorded in AOCL.

For derivative instruments that are designated and qualify as hedges of net investments in foreign operations, changes in fair values of the derivative instruments are recognized in unrealized net gains or loss on derivative instruments for net investment hedge, a component of AOCL, net of taxes, to offset the changes in the values of the net investments being hedged. Any portion of the net investment hedge that is determined to be ineffective is recorded in other (expense) income, net on the Condensed Consolidated Statements of Operations.

Other Derivative Instruments

We may use other derivative instruments from time to time to manage exposure to foreign exchange rates and to provide access to international financing transactions. These instruments can potentially limit foreign exchange exposure by swapping borrowings denominated in one currency for borrowings denominated in another currency.

Fair Value of Derivative Instruments

See Note 15, “Fair Value Measurements and Other Financial Instruments,” of the Notes to Condensed Consolidated Financial Statements for a discussion of the inputs and valuation techniques used to determine the fair value of our outstanding derivative instruments.

The following table details the fair value of our derivative instruments included on our Condensed Consolidated Balance Sheets.



	Cash Flow Hedge						Non-Designated as Hedging Instruments						Total
(In millions)	September 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018
Derivative Assets
Foreign currency forward contracts	$	1.3		$	1.8		$	2.6		$	1.7		$	3.9		$	3.5
Total Derivative Assets	$	1.3		$	1.8		$	2.6		$	1.7		$	3.9		$	3.5

Derivative Liabilities
Foreign currency forward contracts	$	(0.3	)	$	(0.2	)	$	(3.2	)	$	(2.7	)	$	(3.5	)	$	(2.9	)
Total Derivative Liabilities⁽¹⁾	$	(0.3	)	$	(0.2	)	$	(3.2	)	$	(2.7	)	$	(3.5	)	$	(2.9	)
Net Derivatives⁽²⁾	$	1.0		$	1.6		$	(0.6	)	$	(1.0	)	$	0.4		$	0.6


⁽¹⁾	Excludes €400.0 million of euro-denominated debt ($435.1 million equivalent at September 30, 2019 and $454.9 million equivalent at December 31, 2018), designated as a net investment hedge.


⁽²⁾	The following table reconciles gross positions without the impact of master netting agreements to the balance sheet classification:



	Other Current Assets						Other Current Liabilities
(In millions)	September 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018
Gross position	$	3.9		$	3.5		$	(3.5	)	$	(2.9	)
Impact of master netting agreements	(0.4		)	(1.4		)	0.4			1.4
Net amounts recognized on the Condensed Consolidated Balance Sheets	$	3.5		$	2.1		$	(3.1	)	$	(1.5	)

The following table details the effect of our derivative instruments on our Condensed Consolidated Statements of Operations.



		Amount of Gain (Loss) Recognized in Earnings on Derivatives
	Location of Gain (Loss) Recognized on	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	Condensed Consolidated Statements of Operations	2019			2018			2019			2018
Derivatives designated as hedging instruments:
Cash Flow Hedges:
Foreign currency forward contracts	Cost of sales	$	—		$	1.1		$	1.5		$	(0.7	)
Treasury locks	Interest expense, net	—			—			0.1			0.1
Sub-total cash flow hedges		—			1.1			1.6			(0.6		)
Fair Value Hedges:
Interest rate swaps	Interest expense, net	0.1			0.1			0.4			0.4
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other (expense) income, net	(3.5		)	(0.8		)	(7.8		)	(8.3		)
Total		$	(3.4	)	$	0.4		$	(5.8	)	$	(8.5	)

Note 15 Fair Value Measurements and Other Financial Instruments

Fair Value Measurements

In determining fair value of financial instruments, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty credit risk in our assessment of fair value. We determine fair value of our financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:


•	Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.


•	Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.


•	Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The following table details the fair value hierarchy of our financial instruments:



	September 30, 2019
(In millions)	Total Fair Value		Level 1		Level 2		Level 3
Cash equivalents	$	37.1	$	37.1	$	—	$	—
Other current assets⁽¹⁾	$	11.2	$	11.2	$	—	$	—
Derivative financial and hedging instruments net asset:
Foreign currency forward contracts and options	$	0.4	$	—	$	0.4	$	—



	December 31, 2018
(In millions)	Total Fair Value		Level 1		Level 2		Level 3
Cash equivalents	$	38.6	$	38.6	$	—	$	—
Derivative financial and hedging instruments net asset:
Foreign currency forward contracts	$	0.6	$	—	$	0.6	$	—


⁽¹⁾	Other current assets in the fair value table above as of September 30, 2019 represents time deposits greater than 90 days to maturity at time of purchase at our insurance captive.

There has been no transfers between Levels of our fair value hierarchy in the three and nine months ended September 30, 2019.

Cash Equivalents

Our cash equivalents at September 30, 2019 and December 31, 2018 consisted of bank time deposits (Level 1). Since these are short-term highly liquid investments with remaining maturities of 3 months or less at the date of purchase, they present negligible risk of changes in fair value due to changes in interest rates.

Derivative Financial Instruments

Our foreign currency forward contracts, foreign currency options, interest rate swaps and cross-currency swaps are recorded at fair value on our Condensed Consolidated Balance Sheets using a discounted cash flow analysis that incorporates observable market inputs. These market inputs include foreign currency spot and forward rates, and various interest rate curves, and are obtained from pricing data quoted by various banks, third-party sources and foreign currency dealers involving identical or comparable instruments (Level 2).

Counterparties to these foreign currency forward contracts have at least an investment grade rating. Credit ratings on some of our counterparties may change during the term of our financial instruments. We closely monitor our counterparties’

credit ratings and, if necessary, will make any appropriate changes to our financial instruments. The fair value generally reflects the estimated amounts that we would receive or pay to terminate the contracts at the reporting date.

Foreign currency forward contracts and options are included in Prepaid expenses and other current assets and Other current liabilities on the Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018.

Other Financial Instruments

The following financial instruments are recorded at fair value or at amounts that approximate fair value: (1) trade receivables, net, (2) certain other current assets, including $11.2 million in a time deposit greater than 90 days at the date of purchase, (3) accounts payable and (4) other current liabilities. The carrying amounts reported on our Condensed Consolidated Balance Sheets for the above financial instruments closely approximate their fair value due to the short-term nature of these assets and liabilities.

Other liabilities that are recorded at carrying value on our Condensed Consolidated Balance Sheets include our credit facilities and senior notes. We utilize a market approach to calculate the fair value of our senior notes. Due to their limited investor base and the face value of some of our senior notes, they may not be actively traded on the date we calculate their fair value. Therefore, we may utilize prices and other relevant information generated by market transactions involving similar securities, reflecting U.S. Treasury yields to calculate the yield to maturity and the price on some of our senior notes. These inputs are provided by an independent third party and are considered to be Level 2 inputs.

We derive our fair value estimates of our various other debt instruments by evaluating the nature and terms of each instrument, considering prevailing economic and market conditions, and examining the cost of similar debt offered at the balance sheet date. We also incorporated our credit default swap rates and currency specific swap rates in the valuation of each debt instrument, as applicable.

These estimates are subjective and involve uncertainties and matters of significant judgment, and therefore we cannot determine them with precision. Changes in assumptions could significantly affect our estimates.

The table below shows the carrying amounts and estimated fair values of our debt, excluding our lease liabilities.



	September 30, 2019				December 31, 2018
(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term Loan A Facility due July 2022	$	474.6	$	474.6	$	—	$	—
Term Loan A Facility due July 2023⁽¹⁾	221.3		221.3		222.2		222.2
6.50% Senior Notes due December 2020	424.4		440.6		424.0		440.1
4.875% Senior Notes due December 2022	421.7		447.6		421.1		421.2
5.25% Senior Notes due April 2023	421.8		453.4		421.2		424.5
4.50% Senior Notes due September 2023⁽¹⁾	435.1		498.1		454.9		489.9
5.125% Senior Notes due December 2024	421.8		456.0		421.3		419.8
5.50% Senior Notes due September 2025	397.3		432.5		397.1		394.8
6.875% Senior Notes due July 2033	445.6		526.7		445.5		453.4
Other foreign borrowings⁽¹⁾	89.8		87.0		98.5		99.2
Other domestic borrowings	118.0		118.0		168.4		170.0
Total debt⁽²⁾	$	3,871.4	$	4,155.8	$	3,474.2	$	3,535.1


⁽¹⁾	Includes borrowings denominated in currencies other than U.S. dollars.


⁽²⁾	At September 30, 2019, the carrying amount and estimated fair value of debt exclude lease liabilities.

Included among our non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis are inventories, net property and equipment, goodwill, intangible assets and asset retirement obligations.

Note 16 Defined Benefit Pension Plans and Other Post-Employment Benefit Plans

The following tables show the components of our net periodic benefit cost (income) for our defined benefit pension plans for the three and nine months ended September 30, 2019 and 2018:



	Three Months Ended September 30, 2019									Three Months Ended September 30, 2018
(In millions)	U.S.			International			Total			U.S.			International			Total
Components of net periodic benefit cost (income):
Service cost	$	0.1		$	1.0		$	1.1		$	—		$	1.0		$	1.0
Interest cost	1.7			3.7			5.4			1.6			3.9			5.5
Expected return on plan assets	(1.9		)	(6.2		)	(8.1		)	(2.2		)	(7.4		)	(9.6		)
Amortization of net prior service cost	—			—			—			—			—			—
Amortization of net actuarial loss	0.3			1.0			1.3			0.3			0.6			0.9
Net periodic cost (income)	0.2			(0.5		)	(0.3		)	(0.3		)	(1.9		)	(2.2		)
Cost of settlement	—			—			—			1.4			0.2			1.6
Total benefit cost (income)	$	0.2		$	(0.5	)	$	(0.3	)	$	1.1		$	(1.7	)	$	(0.6	)



	Nine Months Ended September 30, 2019									Nine Months Ended September 30, 2018
(In millions)	U.S.			International			Total			U.S.			International			Total
Components of net periodic benefit cost (income):
Service cost	$	0.1		$	3.0		$	3.1		$	0.1		$	3.1		$	3.2
Interest cost	5.2			11.1			16.3			4.8			11.7			16.5
Expected return on plan assets	(5.5		)	(18.4		)	(23.9		)	(6.6		)	(22.3		)	(28.9		)
Amortization of net prior service cost	—			0.1			0.1			—			—			—
Amortization of net actuarial loss	1.0			2.8			3.8			0.7			1.9			2.6
Net periodic cost (income)	0.8			(1.4		)	(0.6		)	(1.0		)	(5.6		)	(6.6		)
Cost of settlement	—			0.3			0.3			1.4			0.3			1.7
Total benefit cost (income)	$	0.8		$	(1.1	)	$	(0.3	)	$	0.4		$	(5.3	)	$	(4.9	)

As part of our acquisition of APS, the Company acquired a frozen defined benefit pension plan in the United Kingdom. As of the date of acquisition, the plan was in a net asset position and recorded to Other non-current assets on our Condensed Consolidated Balance Sheet. The plan does not have a material impact on the Company's overall defined benefit pension plans, including the weighted average of the key assumptions.

The following table shows the components of our net periodic benefit cost (income) for our other post-retirement employee benefit plans for the three and nine months ended September 30, 2019 and 2018:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2019		2018		2019			2018
Components of net periodic benefit cost (income):
Interest cost	$	0.4	$	0.4	$	1.2		$	1.1
Amortization of net prior service credit	—		—		(0.2		)	(0.2		)
Amortization of net actuarial gain	—		—		(0.1		)	(0.1		)
Net periodic cost	$	0.4	$	0.4	$	0.9		$	0.8

Note 17 Income Taxes

Effective Income Tax Rate and Income Tax Provision

On December 22, 2017, the TCJA was enacted into law. TCJA significantly changes existing U.S. tax law and includes numerous provisions that affect our business such as imposing a one-time transition tax on deemed repatriation of deferred foreign income ("Transition Tax"), reducing the U.S. federal statutory tax rate, and adopting a territorial tax system. The TCJA includes a provision to tax global intangible low-taxed income (“GILTI”), thereby requiring us to include in our U.S income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The GILTI provision is complex and subject to continuing regulatory interpretation by the U.S. Internal Revenue Service (“IRS”). We are required to make an accounting policy election to either (1) treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred (the “period cost method”) or (2) factor such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). We have elected to recognize the GILTI as a period expense in the period the tax is incurred. Under this policy, we have not provided deferred taxes related to temporary differences that upon their reversal will affect the amount of income subject to GILTI in the period.

For interim tax reporting, we estimate one annual effective tax rate for tax jurisdictions not subject to a valuation allowance and apply that rate to the year-to-date ordinary income/(loss). Tax effects of significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur.

Our effective income tax rate was 22.3% and 27.9% for the three and nine months ended September 30, 2019, respectively. In comparison to the U.S. statutory rate of 21.0%, the Company's effective income tax rate for the three month period ended September 30, 2019, is positively impacted by the benefits of U.S. Research and Development credits for current and prior periods and is negatively impacted by foreign earnings taxed at a higher rate, the effect of GILTI and other foreign income inclusions in the U.S. tax base, a U.S. audit assessment related to the valuation of an Intellectual Property transfer in 2011, state income taxes and non-deductible expenses. For the nine month period ended September 30, 2019, the Company's effective income tax rate is negatively impacted by foreign earnings taxed at a higher rate, the effect of GILTI and other foreign income inclusions in the U.S. tax base, U.S. audit assessments associated with 2011 and 2012 transactions, state income taxes and non-deductible expenses. For the nine month period ended September 30, 2019, the Company's effective income tax rate is positively impacted by the benefits for the U.S. Research and Development credit for current and prior periods and the release of valuation allowance on foreign deferred assets in Brazil related to improved profitability from Reinvent SEE initiatives.

Our effective income tax rate was 30.6% and 114.5% for the three and nine months ended September 30, 2018, respectively. In comparison to the U.S. statutory rate of 21.0%, the Company’s effective tax rate was negatively impacted by the Transition Tax and GILTI provisions associated with the TCJA, withholding taxes, non-deductible expenses and state income taxes, offset by the benefits from lapses in statute of limitations on foreign unrecognized tax benefits.

The decrease in valuation allowances for the nine months ended September 30, 2019 was $8.1 million. The decrease in valuation allowances for the three months ended September 30, 2019 was not material. The change in valuation allowances for the three and nine months ended September 30, 2018 was not material.

We reported a net increase in unrecognized tax benefits in the three and nine months ended September 30, 2019 of $16.7 million and $26.4 million, respectively, primarily related to U.S. audit assessments and interest accruals on existing positions. We reported changes in unrecognized tax benefits in the three and nine months ended September 30, 2018 of a $2.0 million increase and a $12.0 million decrease, respectively, primarily related to interest accruals and statute of limitations lapses in foreign jurisdictions. Interest and penalties on tax assessments are included in income tax expense.

Note 18 Commitments and Contingencies

Diversey Sale Clawback Agreement and Receivables

As part of our 2017 sale of Diversey to Diamond (BC) B.V. (the “Buyer”), Sealed Air and the Buyer entered into that certain Letter Agreement (the “Clawback Agreement”), under which Sealed Air could be required to return a portion of the proceeds it received in the sale, if, and to the extent, Diversey failed to achieve a specified minimum gross margin arising from sales of certain products during the one year period following a successful renewal of certain commercial contracts. In the third quarter of 2019, Sealed Air received a claim from the Buyer under the Clawback Agreement for $49.2 million. Sealed Air’s response to the claim is currently due to the Buyer on November 22, 2019. Sealed Air is assessing the merits of such claim and has requested additional information.

Additionally, Sealed Air has a net receivable balance of $10.4 million included within Other Receivables on our Condensed Consolidated Balance Sheets as of September 30, 2019, representing amounts owed to Sealed Air from Diversey and/or the Buyer relating to the sale of Diversey or transition services provided post-closing under a certain Transition Service Agreement ("TSA"). The receivable balance includes: income tax receivables related to taxable periods prior to the sale of Diversey; cash held by Diversey in certain non-U.S. jurisdictions as of the sale closing date, which amounts the Buyer must cooperate to deliver to Sealed Air when and as permitted, subject to certain limitations; and receivables due from Diversey for services performed under the TSA.

Novipax Complaint

On March 31, 2017, a complaint was filed in the Superior Court of the State of Delaware against Sealed Air Corporation, Cryovac Inc., Sealed Air Corporation (US) and Sealed Air (Canada) Co./Cie. (individually and collectively the “Company”) styled Novipax Holdings LLC ("Novipax") v. Sealed Air Corporation, Cryovac Inc., Sealed Air Corporation (US) and Sealed Air (Canada) Co. / Cie. (the “Complaint”). The Complaint alleged claims for fraud, breach of contract, and unjust enrichment relating to the plaintiff's acquisition of the Company's North America foam trays and absorbent pads business in 2015 for $75.6 million. The relief sought included unspecified monetary damages, exemplary damages, rescission or recessionary damages, reasonable attorneys' fees and pre-judgment and post-judgment interest.

Depositions commenced in the first quarter of 2019, and the case was calendared for trial to commence in June 2019. During the second quarter of 2019, the Company engaged in mediation with Novipax to settle the claim and the parties reached a preliminary settlement agreement. To cover the estimated costs of settlement, including a one-time cash payment as well as accrual of expenses relating to a proposed supply agreement under which the Company would continue to purchase materials from Novipax for a specified period for use in the manufacturing of the Company’s products, the Company recorded a charge of $59.0 million during the second quarter, which is included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations for the nine months ended September 30, 2019. On July 10, 2019 the settlement agreement was finalized and executed, and the parties agreed to the release and dismissal of the litigation claims.

Cryovac Transaction Commitments and Contingencies

Settlement Agreement and Related Costs

As discussed below, on February 3, 2014 (the “Effective Date”), the Plan (as defined below) implementing the Settlement agreement (as defined below) became effective with W. R. Grace & Co., or Grace, emerging from bankruptcy and the injunctions and releases provided by the Plan becoming effective. The Settlement agreement provided for resolution of current and future asbestos-related claims, fraudulent transfer claims, and successor liability claims made against the Company and our affiliates in connection with the Cryovac transaction described below, as well as indemnification claims by Fresenius Medical Care Holdings, Inc. and affiliated companies in connection with the Cryovac transaction. On the Effective Date, the Company’s subsidiary, Cryovac, Inc. (which was converted to Cryovac, LLC on December 31, 2018), made the payments contemplated by the Settlement agreement, consisting of aggregate cash payments in the amount of $929.7 million to the WRG Asbestos PI Trust (the “PI Trust”) and the WRG Asbestos PD Trust (the “PD Trust”) and the transfer of 18 million shares of Sealed Air common stock (the “Settlement Shares”) to the PI Trust, in each case reflecting adjustments made in accordance with the Settlement agreement. To fund the cash payment, we used $555 million of cash and cash equivalents and utilized borrowings of $260 million from our revolving credit facility and $115 million from our accounts receivable securitization programs. In connection with the issuance of the Settlement Shares and their transfer to the PI Trust by Cryovac, the Company entered into a Registration Rights Agreement, dated as of February 3, 2014 (the “Registration Rights Agreement”), with the PI Trust as initial holder of the Settlement Shares. In accordance with the Registration Rights Agreement, the Company filed with the SEC a shelf registration statement covering resales of the Settlement Shares on April 4, 2014, and the shelf registration statement became

effective on such date. On June 13, 2014, we repurchased $130 million, or 3,932,244 shares, of common stock at a price of $33.06 per share from the PI Trust.

We are currently under examination by the IRS with respect to the deduction of the approximately $1.49 billion for the 2014 taxable year for the payments made pursuant to the Settlement agreement. The IRS has indicated that it intends to disallow this deduction in full. We strongly disagree with the IRS position and are protesting this finding with the IRS. The resolution of the IRS's challenge could take several years and the outcome cannot be predicted. Nevertheless, we believe that we have meritorious defenses for the deduction of the payments made pursuant to the Settlement agreement. If the IRS's disallowance of the deduction were sustained, in whole or in part, we would have to make a significant payment and such disallowance could have a material adverse effect on our consolidated financial condition and results of operations.

For a description of the Cryovac transaction, asbestos-related claims and the parties involved, see “Cryovac Transaction,” “Discussion of Cryovac Transaction Commitments and Contingencies,” “Fresenius Claims,” “Canadian Claims” and “Additional Matters Related to the Cryovac Transaction” below.

Cryovac Transaction

On March 31, 1998, we completed a multi-step transaction that brought the Cryovac packaging business and the former Sealed Air Corporation’s business under the common ownership of the Company. These businesses operated as subsidiaries of the Company, and the Company acted as a holding company. As part of that transaction, the parties separated the Cryovac packaging business, which previously had been held by various direct and indirect subsidiaries of the Company, from the remaining businesses previously held by the Company. The parties then arranged for the contribution of these remaining businesses to a company now known as W. R. Grace & Co., and the Company distributed the Grace shares to the Company’s stockholders. As a result, W. R. Grace & Co. became a separate publicly owned company. The Company recapitalized its outstanding shares of common stock into a new common stock and a new convertible preferred stock. A subsidiary of the Company then merged into the former Sealed Air Corporation, which became a subsidiary of the Company and changed its name to Sealed Air Corporation (US).

Discussion of Cryovac Transaction Commitments and Contingencies

In connection with the Cryovac transaction, Grace and its subsidiaries retained all liabilities arising out of their operations before the Cryovac transaction, whether accruing or occurring before or after the Cryovac transaction, other than liabilities arising from or relating to Cryovac’s operations. Among the liabilities retained by Grace are liabilities relating to asbestos-containing products previously manufactured or sold by Grace’s subsidiaries prior to the Cryovac transaction, including its primary U.S. operating subsidiary, W. R. Grace & Co. — Conn., which has operated for decades and has been a subsidiary of Grace since the Cryovac transaction. The Cryovac transaction agreements provided that, should any claimant seek to hold the Company or any of its subsidiaries responsible for liabilities retained by Grace or its subsidiaries, including the asbestos-related liabilities, Grace and its subsidiaries would indemnify and defend us.

Since the beginning of 2000, we have been served with a number of lawsuits alleging that, as a result of the Cryovac transaction, we were responsible for alleged asbestos liabilities of Grace and its subsidiaries, some of which were also named as co-defendants in some of these actions. Among these lawsuits were several purported class actions and a number of personal injury lawsuits. Some plaintiffs sought damages for personal injury or wrongful death, while others sought medical monitoring, environmental remediation or remedies related to an attic insulation product. Neither the former Sealed Air Corporation nor Cryovac, Inc. ever produced or sold any of the asbestos-containing materials that were the subjects of these cases. While the allegations in these actions directed to us varied, these actions all appeared to allege that the transfer of the Cryovac business as part of the Cryovac transaction was a fraudulent transfer or gave rise to successor liability. In the Joint Proxy Statement furnished to their respective stockholders in connection with the Cryovac transaction, both parties to the transaction stated their belief that none of the transfers contemplated to occur in the Cryovac transaction would be fraudulent transfers and the parties’ belief that the Cryovac transaction complied with other relevant laws. However, if a court applying the relevant legal standards had reached conclusions adverse to us, these determinations could have had a materially adverse effect on our consolidated financial condition and results of operations, and we could have been required to return the property or its value to the transferor or to fund liabilities of Grace or its subsidiaries for the benefit of their creditors, including asbestos claimants. None of these cases reached resolution through judgment, settlement or otherwise. We signed the Settlement agreement, described below, that provided for the resolution of these claims. Moreover, as discussed below, Grace’s Chapter 11 bankruptcy proceeding stayed all of these cases and the orders confirming Grace’s plan of reorganization enjoined parties from prosecuting Grace-related asbestos claims against the Company. We signed the Settlement agreement, described below, that provided for the resolution of these claims.

On April 2, 2001, Grace and a number of its subsidiaries filed petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court in the District of Delaware (the “Bankruptcy Court”). In connection with Grace’s Chapter 11 filing and at Grace’s request, the court issued an order dated May 3, 2001, which was modified on January 22, 2002, under which the court stayed all the filed or pending asbestos actions against us and, upon filing and service on us, all future asbestos actions (collectively, the “Preliminary Injunction”). Pursuant to the Preliminary Injunction, no further proceedings involving us could occur in the actions that were stayed except upon further order of the Bankruptcy Court. Committees appointed to represent asbestos claimants in Grace’s bankruptcy case received the court’s permission to pursue fraudulent transfer and other claims against the Company and its subsidiary Cryovac, Inc., and against Fresenius. This proceeding was brought in the U.S. District Court for the District of Delaware (the “District Court”) (Adv. No. 2-2210). The claims against Fresenius were based upon a 1996 transaction between Fresenius and W. R. Grace & Co. — Conn. Fresenius is not affiliated with us. In June 2002, the court permitted the U.S. government to intervene as a plaintiff in the fraudulent transfer proceeding, so that the U.S. government could pursue allegations that environmental remediation expenses were underestimated or omitted in the solvency analysis of Grace conducted at the time of the Cryovac transaction.

On November 27, 2002, we reached an agreement in principle with the Committees prosecuting the claims against the Company and Cryovac, Inc., to resolve all current and future asbestos-related claims arising from the Cryovac transaction (as memorialized by the parties and approved by the Bankruptcy Court, the “Settlement agreement”). The parties subsequently signed the definitive Settlement agreement as of November 10, 2003 consistent with the terms of the agreement in principle, and the Settlement agreement was approved by order of the Bankruptcy Court dated June 27, 2005. The Settlement agreement called for payment of nine million shares of our common stock and $513 million in cash, plus interest on the cash payment at a 5.5% annual rate starting on December 21, 2002 and ending on the effective date of an appropriate plan of reorganization in the Grace bankruptcy, when we would be required to make the payment. These shares were subject to customary anti-dilution provisions that adjust for the effects of stock splits, stock dividends and other events affecting our common stock, and as a result, the number of shares of our common stock issued under the Settlement agreement increased to eighteen million shares upon the two-for-one stock split in March 2007. The Settlement agreement provided that, upon the effective date of the final plan of reorganization and payment of the shares and cash, all present and future asbestos-related claims against us that arise from alleged asbestos liabilities of Grace and its affiliates (including former affiliates that became our affiliates through the Cryovac transaction) would be channeled to and become the responsibility of one or more trusts established under Section 524(g) of the Bankruptcy Code. The Settlement agreement also provided for resolution of all fraudulent transfer claims against us arising from the Cryovac transaction as well as the Fresenius claims described below. The Settlement agreement provided for releases of all those claims upon payment. Under the Settlement agreement, we cannot seek indemnity from Grace for our payments required by the Settlement agreement. The order approving the Settlement agreement also provided that the Preliminary Injunction stay of proceedings involving us described above continued through the effective date of the final plan of reorganization, after which, upon implementation of the Settlement agreement, we have been released from the Grace asbestos liabilities asserted in those proceedings and their continued prosecution against us are enjoined. As more fully discussed below, the Settlement agreement became effective upon Grace’s emergence from bankruptcy pursuant to the Plan. Following the Effective Date, the Bankruptcy Court issued an order dismissing the proceedings pursuant to which the Preliminary Injunction was issued.

On September 19, 2008, Grace, the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants’ Representative, and the Official Committee of Equity Security Holders filed, as co-proponents, a plan of reorganization that incorporated a settlement of all present and future asbestos-related personal injury claims against Grace (as filed and amended from time to time, the “Plan”). Amended versions of the Plan and related exhibits and documents were filed with the Bankruptcy Court from time to time. The Plan provides for the establishment of two asbestos trusts under Section 524(g) of the United States Bankruptcy Code to which present and future asbestos-related personal injury and property damage claims are channeled. The Plan also incorporates the Settlement agreement, including our payment of the amounts contemplated by the Settlement agreement. The Bankruptcy Court entered a memorandum opinion overruling certain objections to the Plan on January 31, 2011, and entered orders on January 31, 2011 and February 15, 2011 (collectively with the opinion, the “Bankruptcy Court Confirmation Orders”) confirming the Plan and requesting that the District Court issue and affirm the Bankruptcy Court Confirmation Order, including the injunction under Section 524(g) of the Bankruptcy Code. Various parties appealed or otherwise challenged the Bankruptcy Court Confirmation Orders. On January 30, 2012 and June 11, 2012, the District Court issued memorandum opinions and orders (collectively with the Bankruptcy Court Confirmation Orders, the “Confirmation Orders”) overruling all objections to the Plan and confirming the Plan in its entirety, including the approval and issuance of the injunctions under Section 524(g) of the Bankruptcy Code and the other injunctions, releases, and indemnifications set forth in the Plan and the Bankruptcy Court Confirmation Order. Five appeals to the Confirmation Orders were filed with the United States Court of Appeals for the Third Circuit (the “Third Circuit Court of Appeals”). The Third Circuit Court of Appeals dismissed or denied the appeals in separate opinions, with the final dismissal occurring on the Effective Date. On January 29, 2014, by agreement of the parties, the Bankruptcy Court dismissed with prejudice the fraudulent transfer action brought against the Company by the Committees appointed to represent asbestos

claimants in Grace’s bankruptcy. Also on the Effective Date, the remaining conditions to the effectiveness of the Plan and the Settlement agreement were satisfied or waived by the relevant parties (including the Company), and the Plan implementing the Settlement agreement became effective and Grace emerged from bankruptcy on the Effective Date. In addition, under the Plan, the Confirmation Orders, and the Settlement agreement, Grace is required to indemnify us with respect to asbestos and certain other liabilities. Although we believe the possibility to be remote, if any courts were to refuse to enforce the injunctions or releases contained in the Plan and the Settlement agreement with respect to any claims, and if, in addition, Grace were unwilling or unable to defend and indemnify the Company and its subsidiaries for such claims, then we could be required to pay substantial damages, which could have a material adverse effect on our consolidated financial condition and results of operations.

Fresenius Claims

In January 2002, we filed a declaratory judgment action against Fresenius Medical Care Holdings, Inc., its parent, Fresenius AG, a German company, and specified affiliates in New York State court asking the court to resolve a contract dispute between the parties. The Fresenius parties contended that we were obligated to indemnify them for liabilities that they might incur as a result of the 1996 Fresenius transaction mentioned above. The Fresenius parties’ contention was based on their interpretation of the agreements between them and W. R. Grace & Co. — Conn. in connection with the 1996 Fresenius transaction. In February 2002, the Fresenius parties announced that they had accrued a charge of $172 million for these potential liabilities, which included pre-transaction tax liabilities of Grace and the costs of defense of litigation arising from Grace’s Chapter 11 filing. We believe that we were not responsible to indemnify the Fresenius parties under the 1996 agreements and filed the action to proceed to a resolution of the Fresenius parties’ claims. In April 2002, the Fresenius parties filed a motion to dismiss the action and for entry of declaratory relief in its favor. We opposed the motion, and in July 2003, the court denied the motion without prejudice in view of the November 27, 2002 agreement in principle referred to above. On the Effective Date, and in connection with the Plan and the Settlement agreement, we and the Fresenius parties exchanged mutual releases, releasing us from any and all claims related to the 1996 Fresenius transaction.

Canadian Claims

In November 2004, the Company’s Canadian subsidiary Sealed Air (Canada) Co./Cie learned that it had been named a defendant in the case of Thundersky v. The Attorney General of Canada, et al. (File No. CI4-1-39818), pending in the Manitoba Court of Queen’s Bench. Grace and W. R. Grace & Co. — Conn. were also named as defendants. The plaintiff brought the claim as a putative class proceeding and sought recovery for alleged injuries suffered by any Canadian resident, other than in the course of employment, as a result of Grace’s marketing, selling, processing, manufacturing, distributing and/or delivering asbestos or asbestos-containing products in Canada prior to the Cryovac Transaction. A plaintiff filed another proceeding in January 2005 in the Manitoba Court of Queen’s Bench naming the Company and specified subsidiaries as defendants. The latter proceeding, Her Majesty the Queen in Right of the Province of Manitoba v. The Attorney General of Canada, et al. (File No. CI5-1-41069), sought the recovery of the cost of insured health services allegedly provided by the Government of Manitoba to the members of the class of plaintiffs in the Thundersky proceeding. In October 2005, we learned that six additional putative class proceedings had been brought in various provincial and federal courts in Canada seeking recovery from the Company and its subsidiaries Cryovac, Inc. and Sealed Air (Canada) Co./Cie, as well as other defendants including W. R. Grace & Co. and W. R. Grace & Co. — Conn., for alleged injuries suffered by any Canadian resident, other than in the course of employment (except with respect to one of these six claims), as a result of Grace’s marketing, selling, manufacturing, processing, distributing and/or delivering asbestos or asbestos-containing products in Canada prior to the Cryovac transaction. Grace and W. R. Grace & Co. — Conn. agreed to defend, indemnify and hold harmless the Company and its affiliates in respect of any liability and expense, including legal fees and costs, in these actions.

In April 2001, Grace Canada, Inc. had obtained an order of the Superior Court of Justice, Commercial List, Toronto (the “Canadian Court”), recognizing the Chapter 11 actions in the United States of America involving Grace Canada, Inc.’s U.S. parent corporation and other affiliates of Grace Canada, Inc., and enjoining all new actions and staying all current proceedings against Grace Canada, Inc. related to asbestos under the Companies’ Creditors Arrangement Act. That order was renewed repeatedly. In November 2005, upon motion by Grace Canada, Inc., the Canadian Court ordered an extension of the injunction and stay to actions involving asbestos against the Company and its Canadian affiliate and the Attorney General of Canada, which had the effect of staying all of the Canadian actions referred to above. The parties finalized a global settlement of these Canadian actions (except for claims against the Canadian government). That settlement, which has subsequently been amended (the “Canadian Settlement”), will be entirely funded by Grace. The Canadian Court issued an Order on December 13, 2009 approving the Canadian Settlement. We do not have any positive obligations under the Canadian Settlement, but we are a beneficiary of the release of claims. The release in favor of the Grace parties (including us) became operative upon the effective date of a plan of reorganization in Grace’s United States Chapter 11bankruptcy proceeding. As filed, the Plan contemplates that the claims released under the Canadian Settlement will be subject to injunctions under Section 524(g) of the Bankruptcy Code.

As indicated above, the Confirmation Orders with respect to the Plan were entered by the Bankruptcy Court on January 31, 2011 and February 15, 2011 and the District Court on January 30, 2012 and on June 11, 2012. The Canadian Court issued an Order on April 8, 2011 recognizing and giving full effect to the Bankruptcy Court’s Confirmation Order in all provinces and territories of Canada in accordance with the Bankruptcy Court Confirmation Order’s terms.

As described above, the Plan became effective on February 3, 2014. In accordance with the above-mentioned December 13, 2009 order of the Canadian court, on the Effective Date the actions became permanently stayed until they were amended to remove the Grace parties as named defendants. The above-mentioned actions in the Manitoba Court of Queen’s Bench were dismissed by the Manitoba court as against the Grace parties on February 19, 2014. The remaining actions were either dismissed or discontinued with prejudice by the Canadian courts as against the Grace parties in May and June 2015, but for two actions in the Province of Quebec, which were discontinued by order of the Quebec court in February 2016. Although we believe the possibility to be remote, if the Canadian courts refuse to enforce the final plan of reorganization in the Canadian courts, and if in addition Grace is unwilling or unable to defend and indemnify the Company and its subsidiaries in these cases, then we could be required to pay substantial damages, which we cannot estimate at this time and which could have a material adverse effect on our consolidated financial condition and results of operations.

Additional Matters Related to the Cryovac Transaction

In view of Grace’s Chapter 11 filing, we may receive additional claims asserting that we are liable for obligations that Grace had agreed to retain in the Cryovac transaction and for which we may be contingently liable. To date, we are not aware of any material claims having been asserted or threatened against us.

Final determinations and accountings under the Cryovac transaction agreements with respect to matters pertaining to the transaction had not been completed at the time of Grace’s Chapter 11 filing in 2001. We filed claims in the bankruptcy proceeding that reflect the costs and liabilities that we have incurred or may incur and that Grace and its affiliates agreed to retain or that are subject to indemnification by Grace and its affiliates under the Cryovac transaction agreements, other than payments to be made under the Settlement agreement. Grace has alleged that we are responsible for specified amounts under the Cryovac transaction agreements. On February 3, 2014, following Grace’s emergence from bankruptcy, the Company (for itself and its affiliates, collectively, the “Sealed Air Parties”) and Grace (for itself and its affiliates, collectively, the “Grace Parties”) entered into a claims settlement agreement (the “Claims Settlement”) to resolve certain of the parties’ claims against one another arising under the Cryovac transaction agreements (the “Transaction Claims”). Under the Claims Settlement, the Sealed Air Parties released and waived Transaction Claims against the Grace Parties other than asbestos-related claims, Fresenius-related claims, environmental claims, insurance claims, mass tort claims, non-monetary tax sharing agreement claims, certain claims listed in annexes to proofs of claim filed by the Sealed Air Companies in connection with the Grace bankruptcy, claims relating to certain matters described in the Plan, certain executory contract claims relating to certain leased sites or sites that were divided as part of the Cryovac transaction, and certain indemnification claims. Under the Claims Settlement, the Grace Parties released and waived Transaction Claims against the Sealed Air Companies other than non-monetary tax sharing agreement claims, certain executory contract claims relating to certain leased sites or sites that were divided as part of the Cryovac transaction, and certain indemnification claims. The Claims Settlement also provides that the Sealed Air Parties and the Grace Parties will share equally all fees and expenses relating to certain litigation brought by former Cryovac employees. Except to the extent that a claim is specifically referenced, the Claims Settlement does not supersede or affect the obligations of the parties under the Plan or our Settlement agreement.

Environmental Matters

We are subject to loss contingencies resulting from environmental laws and regulations, and we accrue for anticipated costs associated with investigatory and remediation efforts when an assessment has indicated that a loss is probable and can be reasonably estimated. These accruals are not reduced by potential insurance recoveries, if any. We do not believe that it is reasonably possible that our liability in excess of the amounts that we have accrued for environmental matters will be material to our Condensed Consolidated Balance Sheets or Statements of Operations. Environmental liabilities are reassessed whenever circumstances become better defined or remediation efforts and their costs can be better estimated.

We evaluate these liabilities periodically based on available information, including the progress of remedial investigations at each site, the current status of discussions with regulatory authorities regarding the methods and extent of remediation and the apportionment of costs among potentially responsible parties. As some of these issues are decided (the outcomes of which are subject to uncertainties) or new sites are assessed and costs can be reasonably estimated, we adjust the recorded accruals, as necessary. We believe that these exposures are not material to our Condensed Consolidated Balance Sheets or Statements of Operations. We believe that we have adequately reserved for all probable and estimable environmental exposures.

Guarantees and Indemnification Obligations

We are a party to many contracts containing guarantees and indemnification obligations. These contracts primarily consist of:

•

indemnities in connection with the sale of businesses, primarily related to the sale of Diversey. Our indemnity obligations under the relevant agreements may be limited in terms of time, amount or scope. As it relates to certain income tax related liabilities, the relevant agreements may not provide any cap for such liabilities, and the period in which we would be liable would lapse upon expiration of the statute of limitation for assessment of the underlying taxes. Because of the conditional nature of these obligations and the unique facts and circumstances involved in each particular agreement, we are unable to reasonably estimate the potential maximum exposure associated with these items;

•

product warranties with respect to certain products sold to customers in the ordinary course of business. These warranties typically provide that products will conform to specifications. We generally do not establish a liability for product warranty based on a percentage of sales or other formula. We accrue a warranty liability on a transaction-specific basis depending on the individual facts and circumstances related to each sale. Both the liability and annual expense related to product warranties are immaterial to our consolidated financial position and results of operations; and


•	licenses of intellectual property by us to third parties in which we have agreed to indemnify the licensee against third-party infringement claims.

As of September 30, 2019, the Company has no reason to believe a loss exceeding amounts already recognized would be incurred.

Note 19 Stockholders’ Deficit

Repurchase of Common Stock

In July 2015, our Board of Directors authorized a repurchase program of up to $1.5 billion of the Company’s common stock, reflecting its commitment to return value to shareholders. That repurchase program had no expiration date and replaced the previously authorized program, which was terminated. In March 2017, our Board of Directors authorized an increase to the existing share repurchase program by up to an additional $1.5 billion of the Company’s common stock. Additionally, on May 2, 2018, the Board of Directors increased the share repurchase program authorization to $1.0 billion. This new program has no expiration date and replaced the previous authorizations.

During the nine months ended September 30, 2019, we repurchased 1,560,633 shares, for approximately $67.2 million, with an average share price of $43.09. These repurchases were made under open market transactions, including through plans complying with Rule 10b5-1 under the of the Securities Exchange Act of 1934, as amended, and pursuant to the share repurchase program previously authorized by our Board of Directors. We did not repurchase any shares during the three months ended September 30, 2019.

During the three and nine months ended September 30, 2018, we repurchased 2,959,638 and 13,535,170 shares, for approximately $121.5 million and $603.1 million, respectively. These repurchases were made under privately negotiated, accelerated share repurchase activities or open market transactions including through plans complying with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and pursuant to the share repurchase program previously authorized by our Board of Directors.

During the three and nine months ended September 30, 2018, share purchases under open market transactions were 2,959,638 and 12,315,534 shares for approximately $121.5 million and $523.1 million with an average share price of $41.04 and $42.47, respectively.

Dividends

On October 3, 2019, our Board of Directors declared a quarterly cash dividend of $0.16 per common share, which will be paid on December 20, 2019, to stockholders of record at the close of business on December 6, 2019.

On July 11, 2019, our Board of Directors declared a quarterly cash dividend of $0.16 per common share, or $24.7 million, which was paid on September 20, 2019, to stockholders of record at the close of business on September 6, 2019.

The dividends paid in the nine months ended September 30, 2019 were recorded as a reduction to cash and cash equivalents and retained earnings on our Condensed Consolidated Balance Sheets. Our credit facility and our notes contain covenants that restrict our ability to declare or pay dividends. However, we do not believe these covenants are likely to materially limit the future payment of quarterly cash dividends on our common stock. From time to time, we may consider other means of returning value to our stockholders based on our Condensed Consolidated Statements of Operations. There is no guarantee that our Board of Directors will declare any further dividends.

Share-based Compensation

In 2014, the Board of Directors adopted, and its stockholders approved the Omnibus Incentive Plan (“Omnibus Incentive Plan”). Under the Omnibus Incentive Plan, the maximum number of shares of Common Stock authorized was 4,250,000, plus total shares available to be issued as of May 22, 2014 under the 2002 Directors Stock Plan and the 2005 Contingent Stock Plan (collectively, the “Predecessor Plans”). The Omnibus Incentive Plan replaced the Predecessor Plans and no further awards were granted under the Predecessor Plans. The Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance share units known as PSU awards, other stock awards and cash awards to officers, non-employee directors, key employees, consultants and advisers.

In 2018, the Board of Directors adopted, and its shareholders approved an amendment and restatement to the 2014 Omnibus Incentive Plan. The amended plan adds 2,199,114 shares of common stock to the share pool previously available under the Omnibus Incentive Plan.

We record share-based incentive compensation expense in selling, general and administrative expenses and cost of sales on our Condensed Consolidated Statements of Operations for both equity-classified and liability-classified awards. We record corresponding credit to additional paid-in capital within stockholders’ equity for equity-classified awards, and to either current or non-current liability for liability-classified awards based on the fair value of the share-based incentive compensation awards at the date of grant. Total expense for the liability-classified awards continues to be remeasured to fair value at the end of each reporting period. We recognize an expense or credit reflecting the straight-line recognition, net of estimated forfeitures, of the expected cost of the program. The number of Performance Share Units ("PSU") earned may equal, exceed or be less than the targeted number of shares depending on whether the performance criteria are met, surpassed or not met.

The table below shows our total share-based incentive compensation expense:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2019		2018		2019		2018
Total share-based incentive compensation expense⁽¹⁾	$	12.0	$	8.3	$	25.2	$	22.9


⁽¹⁾	The amounts included above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock or the expense or income related to certain cash-based awards, however, the amounts include the expense related to share-based awards that are settled in cash.

PSU Awards

During the first 90 days of each year, the Organization and Compensation (“O&C”) Committee of our Board of Directors approves PSU awards for our executive officers and other selected key executives, which include for each officer or executive a target number of shares of common stock and performance goals and measures that will determine the percentage of the target award that is earned following the end of the three-year performance period. Following the end of the performance period, in addition to shares, participants will also receive a cash payment in the amount of the dividends (without interest) that would have been paid during the performance period on the number of shares that they have earned. Each PSU is subject to forfeiture if the recipient terminates employment with the Company prior to the end of the three-year award performance period for any reason other than death, disability or retirement. In the event of death, disability or retirement, a participant will receive a prorated payment based on such participant’s number of full months of service during the award performance period, further adjusted based on the achievement of the performance goals during the award performance period. PSUs are classified as either non-current liabilities or equity in the Condensed Consolidated Balance Sheets.

2019 Three-year PSU Awards

In February 2019, the O&C Committee approved awards with a three-year performance period beginning January 1, 2019 to December 31, 2021 for certain executives. The O&C Committee established performance goals, which are (i) total shareholder return (TSR) weighted at 34%, (ii) 2021 consolidated adjusted EBITDA margin weighted at 33%, and (iii) Return on Invested Capital weighted at 33%. The total number of shares to be issued for these awards can range from zero to 200% of the target number of shares.

The number of PSUs granted and the grant date fair value of the PSUs are shown in the following table:



	TSR		ROIC		Adjusted EBITDA
Number of units granted	49,819		66,807		66,807
Fair value on grant date⁽¹⁾	$	58.25	$	42.16	$	42.16


⁽¹⁾	Represents weighted average fair value for PSU awards approved on February 13, 2019 and February 14, 2019.

The assumptions used to calculate the grant date fair value of the PSUs based on TSR are shown in the following table:



	TSR portion of the 2019 PSU Award
Expected price volatility⁽¹⁾	22.8	%
Risk-free interest rate⁽¹⁾	2.5	%


⁽¹⁾	Represents average of assumptions for PSU awards approved on February 13, 2019 and February 14, 2019.

In July 2019, the O&C Committee approved PSU awards for an additional pool of individuals in connection with Reinvent SEE. The established performance goals are identical to those approved for awards granted in February 2019.

The number of PSUs granted and the grant date fair value of the PSUs are shown in the following table:



	TSR		ROIC		Adjusted EBITDA
Number of units granted	20,724		25,997		25,997
Fair value on grant date	$	55.82	$	43.22	$	43.22

The assumptions used to calculate the grant date fair value of the PSUs based on TSR are shown in the following table:



	TSR portion of the 2019 PSU Award
Expected price volatility	23.0	%
Risk-free interest rate	1.9	%

2016 Three-year PSU Awards

In February 2019, the O&C Committee reviewed the performance results for the 2016-2018 PSUs. Performance goals for these PSUs were based on Adjusted EBITDA margins and relative TSR. Based on overall performance for 2016-2018 PSUs, these awards paid out at 0% of target or zero units.

Note 20 Accumulated Other Comprehensive Loss

The following table provides details of comprehensive income (loss) for the nine months ended September 30, 2019 and 2018:



(In millions)	Unrecognized Pension Items			Cumulative Translation Adjustment			Unrecognized Losses on Derivative Instruments for net investment hedge			Unrecognized Gains (Losses) on Derivative Instruments for cash flow hedge			Accumulated Other Comprehensive Loss, Net of Taxes
Balance at December 31, 2017	$	(103.4	)	$	(694.4	)	$	(46.8	)	$	(0.3	)	$	(844.9	)
Other comprehensive income (loss) before reclassifications	1.7			(40.6		)	9.1			1.9			(27.9		)
Less: amounts reclassified from accumulated other comprehensive loss	1.6			—			—			0.5			2.1
Net current period other comprehensive income (loss)	3.3			(40.6		)	9.1			2.4			(25.8		)
Balance at September 30, 2018⁽²⁾	$	(100.1	)	$	(735.0	)	$	(37.7	)	$	2.1		$	(870.7	)

Balance at December 31, 2018⁽¹⁾	$	(136.4	)	$	(744.8	)	$	(41.9	)	$	2.7		$	(920.4	)
Other comprehensive (loss) income before reclassifications	(0.1		)	(25.7		)	15.2			0.5			(10.1		)
Less: amounts reclassified from accumulated other comprehensive loss	2.7			—			—			(1.0		)	1.7
Net current period other comprehensive income (loss)	2.6			(25.7		)	15.2			(0.5		)	(8.4		)
Balance at September 30, 2019⁽²⁾	$	(133.8	)	$	(770.5	)	$	(26.7	)	$	2.2		$	(928.8	)


⁽¹⁾	In the fourth quarter of 2018, the Company Adopted ASU 2018-02. As part of the adoption, the Company elected to reclassify $13.4 million of stranded tax effects of the TCJA from AOCL to retained earnings. The impact of the ASU adoption has been allocated to unrecognized pension items, unrecognized gains (losses) on derivative instruments for net investment hedges and cash flow hedges.


⁽²⁾	The ending balance in AOCL includes gains and losses on intra-entity foreign currency transactions. The intra-entity currency translation adjustment was $10.8 million and $63.6 million as of September 30, 2019 and 2018, respectively.

The following table provides detail of amounts reclassified from AOCL:



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2019			2018			2019			2018			Location of Amount Reclassified from AOCL
Defined benefit pension plans and other post-employment benefits:
Prior service credit	$	—		$	—		$	0.1		$	0.2
Actuarial losses	(1.3		)	(0.9		)	(3.7		)	(2.5		)
Total pre-tax amount	(1.3		)	(0.9		)	(3.6		)	(2.3		)	Other (expense) income, net
Tax benefit	0.3			0.3			0.9			0.7
Net of tax	(1.0		)	(0.6		)	(2.7		)	(1.6		)
Net gains (losses) on cash flow hedging derivatives:
Foreign currency forward contracts⁽¹⁾	—			1.1			1.5			(0.7		)	Cost of sales
Treasury locks	—			—			0.1			0.1			Interest expense, net
Total pre-tax amount	—			1.1			1.6			(0.6		)
Tax (expense) benefit	—			(0.3		)	(0.6		)	0.1
Net of tax	—			0.8			1.0			(0.5		)
Total reclassifications for the period	$	(1.0	)	$	0.2		$	(1.7	)	$	(2.1	)


⁽¹⁾	These accumulated other comprehensive components are included in our derivative and hedging activities. See Note 14, “Derivatives and Hedging Activities,” of the Notes to Condensed Consolidated Financial Statements for additional details.

Note 21 Other (Expense) Income, net

The following table provides details of other (expense) income, net:



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2019			2018			2019			2018
Net foreign exchange transaction loss	$	(1.5	)	$	(4.2	)	$	(4.1	)	$	(17.9	)
Bank fee expense	(1.1		)	(1.6		)	(3.6		)	(4.0		)
Pension income other than service costs	0.2			0.5			1.1			5.7
Other, net⁽¹⁾	0.5			(4.5		)	7.9			(4.5		)
Other (expense) income, net	$	(1.9	)	$	(9.8	)	$	1.3		$	(20.7	)


⁽¹⁾	Cryovac Brasil Ltda., a Sealed Air subsidiary, received a final decision from the Brazilian court regarding a claim in which Sealed Air contended that certain indirect taxes paid were calculated on an incorrect amount. As a result, for the nine months ended September 30, 2019, we recorded $4.8 million income to Other, net for a claim of overpaid taxes related to 2015 through 2018.

Note 22 Net Earnings (Loss) Per Common Share

The following table shows the calculation of basic and diluted net earnings (loss) per common share under the two-class method:



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions, except per share amounts)	2019			2018			2019			2018
Basic Net Earnings (Loss) Per Common Share:
Numerator:
Net earnings (loss)	$	68.0		$	79.0		$	158.7		$	(7.2	)
Distributed and allocated undistributed net earnings to unvested restricted stockholders	(0.1		)	(0.4		)	(0.3		)	(0.4		)
Distributed and allocated undistributed net earnings (loss)	67.9			78.6			158.4			(7.6		)
Distributed net earnings - dividends paid to common stockholders	(24.6		)	(25.0		)	(74.1		)	(76.9		)
Allocation of undistributed net earnings (loss) to common stockholders	$	43.3		$	53.6		$	84.3		$	(84.5	)
Denominator:
Weighted average number of common shares outstanding - basic	154.0			157.2			154.4			160.8
Basic net earnings per common share:
Distributed net earnings	$	0.16		$	0.16		$	0.48		$	0.48
Allocated undistributed net earnings (loss) to common stockholders	0.28			0.34			0.55			(0.53		)
Basic net earnings (loss) per common share	$	0.44		$	0.50		$	1.03		$	(0.05	)
Diluted Net Earnings (Loss) Per Common Share:
Numerator:
Distributed and allocated undistributed net earnings (loss)	$	67.9		$	78.6		$	158.4		$	(7.6	)
Add: Allocated undistributed net earnings to unvested restricted stockholders	0.1			0.3			0.2			—
Less: Undistributed net earnings reallocated to unvested restricted stockholders	(0.1		)	(0.3		)	(0.2		)	—
Net earnings (loss) available to common stockholders - diluted	$	67.9		$	78.6		$	158.4		$	(7.6	)
Denominator:
Weighted average number of common shares outstanding - basic	154.0			157.2			154.4			160.8
Effect of contingently issuable shares	0.2			0.1			0.2			—
Effect of unvested restricted stock units	0.3			0.3			0.3			—
Weighted average number of common shares outstanding - diluted under two-class	154.5			157.6			154.9			160.8
Effect of unvested restricted stock - participating security	0.3			0.4			0.3			—
Weighted average number of common shares outstanding - diluted under treasury stock	154.8			158.0			155.2			160.8
Diluted net earnings (loss) per common share	$	0.44		$	0.50		$	1.02		$	(0.05	)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with our Condensed Consolidated Financial Statements and related notes set forth in Item 1 of Part I of this Quarterly Report on Form 10-Q, our MD&A set forth in Item 7 of Part II of our 2018 Form 10-K and our Consolidated Financial Statements and related notes set forth in Item 8 of Part II of our 2018 Form 10-K. See Part II, Item 1A, “Risk Factors,” below and “Cautionary Notice Regarding Forward-Looking Statements,” above, and the information referenced therein, for a description of risks that we face and important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. All amounts and percentages are approximate due to rounding and all dollars are in millions, except per share amounts or where otherwise noted. When we cross-reference to a “Note,” we are referring to our “Notes to Condensed Consolidated Financial Statements,” unless the context indicates otherwise.

Highlights of Financial Performance

Below are the highlights of our financial performance for the three and nine months ended September 30, 2019 and 2018:



	Three Months Ended September 30,						%		Nine Months Ended September 30,						%
(In millions, except per share amounts)	2019			2018			Change		2019			2018			Change
Net sales	$	1,218.5		$	1,186.2		2.7	%	$	3,492.2		$	3,472.4		0.6	%
Gross profit	$	392.0		$	365.5		7.3	%	$	1,135.5		$	1,103.0		2.9	%
As a % of net sales	32.2		%	30.8		%			32.5		%	31.8		%
Operating profit	$	154.0		$	163.2		(5.6	)%	$	373.5		$	490.9		(23.9	)%
As a % of net sales	12.6		%	13.8		%			10.7		%	14.1		%
Net earnings (loss) from continuing operations	$	79.5		$	75.6		5.2	%	$	169.3		$	(49.1	)	#
(Loss) Gain on sale of discontinued operations, net of tax	(11.5		)	3.4			#		(10.6		)	41.9			#
Net earnings (loss)	$	68.0		$	79.0		(13.9	)%	$	158.7		$	(7.2	)	#
Basic:
Continuing operations	$	0.52		$	0.48		8.3	%	$	1.10		$	(0.31	)	#
Discontinued operations	(0.08		)	0.02			#		(0.07		)	0.26			#
Net earnings (loss) per common share - basic	$	0.44		$	0.50		(12.0	)%	$	1.03		$	(0.05	)	#
Diluted:
Continuing operations	$	0.51		$	0.48		6.3	%	$	1.09		$	(0.31	)	#
Discontinued operations	(0.07		)	0.02			#		(0.07		)	0.26			#
Net earnings (loss) per common share - diluted	$	0.44		$	0.50		(12.0	)%	$	1.02		$	(0.05	)	#
Weighted average numbers of common shares outstanding:
Basic	154.0			157.2					154.4			160.8
Diluted	154.8			158.0					155.2			160.8
Non-U.S. GAAP Adjusted EBITDA from continuing operations⁽¹⁾	$	241.1		$	218.9		10.1	%	$	693.6		$	641.2		8.2	%
Non-U.S. GAAP Adjusted EPS from continuing operations⁽²⁾	$	0.64		$	0.61		4.9	%	$	2.04		$	1.76		15.9	%


#	Denotes a variance that is not meaningful.


⁽¹⁾	See "Reconciliation of U.S. GAAP Net Earnings (Loss) from Continuing Operations to non-U.S. GAAP Total Company Adjusted EBITDA”.


⁽²⁾	See “Diluted Net Earnings (Loss) per Common Share” for a reconciliation of our EPS from continuing operations to our non-U.S. GAAP adjusted EPS from continuing operations.

Diluted Net Earnings (Loss) per Common Share

The following table presents a reconciliation of our EPS from continuing operations to non-U.S. GAAP adjusted EPS from continuing operations.



	Three Months Ended September 30,								Nine Months Ended September 30,
	2019				2018				2019				2018
(In millions, except per share data)	Net Earnings		Diluted EPS		Net Earnings		Diluted EPS		Net Earnings		Diluted EPS		Net (Loss) Earnings			Diluted EPS
U.S. GAAP net earnings (loss) and diluted EPS from continuing operations⁽¹⁾	$	79.5	$	0.51	$	75.6	$	0.48	$	169.3	$	1.09	$	(49.1	)	$	(0.31	)
Special Items⁽²⁾	20.2		0.13		20.5		0.13		147.9		0.95		333.0			2.07
Non-U.S. GAAP adjusted net earnings and adjusted diluted EPS from continuing operations	$	99.7	$	0.64	$	96.1	$	0.61	$	317.2	$	2.04	$	283.9		$	1.76
Weighted average number of common shares outstanding - Diluted			154.8				158.0				155.2					160.8


⁽¹⁾	Net earnings per common share are calculated under the two-class method.


⁽²⁾	Special Items include the following:



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions, except per share data)	2019			2018			2019			2018
Special Items:
Restructuring charges	$	6.9		$	6.6		$	43.6		$	22.3
Other restructuring associated costs⁽ⁱ⁾	12.8			0.7			50.8			2.5
Foreign currency exchange loss (gain) due to highly inflationary economies	1.3			(0.4		)	3.4			(0.4		)
Charges related to the Novipax settlement agreement	—			—			59.0			—
Charges related to acquisition and divestiture activity	6.0			13.5			9.2			31.3
Gain from class-action litigation settlement	—			—			—			(12.6		)
Other Special Items⁽ⁱⁱ⁾	10.1			3.7			24.8			5.6
Pre-tax impact of Special Items	37.1			24.1			190.8			48.7
Tax impact of Special Items and Tax Special Items⁽ⁱⁱⁱ⁾	(16.9		)	(3.6		)	(42.9		)	284.3
Net impact of Special Items	$	20.2		$	20.5		$	147.9		$	333.0
Weighted average number of common shares outstanding - Diluted	154.8			158.0			155.2			160.8
Loss per share impact from Special Items	$	(0.13	)	$	(0.13	)	$	(0.95	)	$	(2.07	)


⁽ⁱ⁾	Other restructuring associated costs for three and nine months ended September 30, 2019, primarily relate to fees paid to third-party consultants in support of Reinvent SEE and costs related to property consolidations resulting from Reinvent SEE.


⁽ⁱⁱ⁾	Other Special Items for the three and nine months ended September 30, 2019, primarily included fees related to professional services, mainly legal fees, directly associated with Special Items or events that are considered one-time or infrequent in nature.


⁽ⁱⁱⁱ⁾	Refer to note 1 to the table below for a description of Special Items related to tax.

Our U.S. GAAP and non-U.S. GAAP income taxes are as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2019			2018			2019			2018
U.S. GAAP Earnings before income tax provision from continuing operations	$	102.3		$	109.0		$	234.8		$	339.3
Pre-tax impact of Special Items	37.1			24.1			190.8			48.7
Non-U.S. GAAP Adjusted Earnings before income tax provision from continuing operations	$	139.4		$	133.1		$	425.6		$	388.0

U.S. GAAP Income tax provision from continuing operations	$	22.8		$	33.4		$	65.5		$	388.4
Tax Special Items⁽¹⁾	7.9			(1.1		)	(3.8		)	(295.0		)
Tax impact of Special Items	9.0			4.7			46.7			10.7
Non-U.S. GAAP Adjusted Income tax provision from continuing operations	$	39.7		$	37.0		$	108.4		$	104.1

U.S. GAAP Effective income tax rate	22.3		%	30.6		%	27.9		%	114.5		%
Non-U.S. GAAP Adjusted income tax rate	28.5		%	27.8		%	25.5		%	26.8		%

⁽¹⁾

For the three months ended September 30, 2019, the Tax Special Items include Research credit claims for the 2011-2017 tax years offset by expenses associated with a U.S audit assessment related to the valuation of an Intellectual Property Transfer in 2011. For the nine months ended September 30, 2019, the Tax Special Items include Research Credit claims for the 2011-2017 tax years offset with expenses associated with U.S audit assessments related to the 2011-2012 tax years. For the nine months ended September 30, 2018, the Tax Special Items included $290 million of provisional tax expense for one-time tax on unrepatriated foreign earnings pursuant to the TCJA. Refer to Note 17, “Income Taxes,” of the Notes to Condensed Consolidated Financial Statements for additional information.

Foreign Currency Translation Impact on Condensed Consolidated Financial Results

Since we are a U.S.-domiciled company, we translate our foreign currency-denominated financial results into U.S. dollars. Due to the changes in the value of foreign currencies relative to the U.S. dollar, translating our financial results from foreign currencies to U.S. dollars may result in a favorable or unfavorable impact. Historically, the most significant currencies that have impacted the translation of our Condensed Consolidated Financial Results are the euro, the Chinese renminbi, the Australian dollar, the Brazilian real, British pound, the Canadian dollar and Mexican peso.

The following table presents the approximate favorable or (unfavorable) impact foreign currency translation had on our Condensed Consolidated Financial Results from continuing operations:



(In millions)	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019
Net sales	$	(24.7	)	$	(118.4	)
Cost of sales	17.7			85.3
Selling, general and administrative expenses	3.0			14.5
Net earnings	(2.7		)	(11.5		)
Adjusted EBITDA	(4.3		)	(21.4		)

Net Sales by Geographic Region

As part of the Company's Reinvent SEE strategy, we have evaluated and made adjustments to our regional operating model. As of January 1, 2019, our geographic regions are: North America, EMEA, South America and APAC. Our North American operations include Canada, the United States, Mexico and Central America. Mexico and Central America were previously included in Latin America.

The following table presents the components of the change in net sales by geographic region for the three and nine months ended September 30, 2019 compared with the same period in 2018. We also present the change in net sales excluding

the impact of foreign currency translation, a non-U.S. GAAP measure, which we define as “constant dollar” and the change in net sales excluding acquisitions and divestitures and the impact of foreign currency translation, a non-U.S. GAAP measure, which we define as "organic." We believe using constant dollar and organic measures aids in the comparability between periods as it eliminates the volatility of changes in foreign currency exchange rates and eliminates large fluctuations due to acquisitions or divestitures.



	Three Months Ended September 30,
(In millions)	North America					EMEA					South America					APAC					Total
2018 Net Sales	$	703.6		59.3	%	$	246.9		20.8	%	$	55.8		4.7	%	$	179.9		15.2	%	$	1,186.2
Price	(5.8		)	(0.8	)%	—			—	%	10.0			17.9	%	0.3			0.1	%	4.5			0.4	%
Volume⁽¹⁾	(12.7		)	(1.8	)%	2.2			0.9	%	1.5			2.7	%	(0.4		)	(0.2	)%	(9.4		)	(0.8	)%
Total organic change (non-U.S. GAAP)	(18.5		)	(2.6	)%	2.2			0.9	%	11.5			20.6	%	(0.1		)	(0.1	)%	(4.9		)	(0.4	)%
Acquisition	45.6			6.5	%	10.5			4.2	%	0.1			0.2	%	5.7			3.2	%	61.9			5.2	%
Total constant dollar change (non-U.S. GAAP)	27.1			3.9	%	12.7			5.1	%	11.6			20.8	%	5.6			3.1	%	57.0			4.8	%
Foreign currency translation	(1.3		)	(0.2	)%	(9.6		)	(3.8	)%	(9.1		)	(16.3	)%	(4.7		)	(2.6	)%	(24.7		)	(2.1	)%
Total change (U.S. GAAP)	25.8			3.7	%	3.1			1.3	%	2.5			4.5	%	0.9			0.5	%	32.3			2.7	%

2019 Net Sales	$	729.4		59.9	%	$	250.0		20.5	%	$	58.3		4.8	%	$	180.8		14.8	%	$	1,218.5



	Nine Months Ended September 30,
(In millions)	North America					EMEA					South America					APAC					Total
2018 Net Sales	$	2,002.8		57.7	%	$	767.3		22.1	%	$	170.1		4.9	%	$	532.2		15.3	%	$	3,472.4
Price	0.2			—	%	2.2			0.3	%	38.5			22.6	%	0.6			0.1	%	41.5			1.2	%
Volume⁽¹⁾	(15.6		)	(0.8	)%	(2.2		)	(0.3	)%	4.3			2.6	%	(6.8		)	(1.3	)%	(20.3		)	(0.6	)%
Total organic change (non-U.S. GAAP)	(15.4		)	(0.8	)%	—			—	%	42.8			25.2	%	(6.2		)	(1.2	)%	21.2			0.6	%
Acquisitions	88.2			4.4	%	10.5			1.4	%	0.1			—	%	18.2			3.5	%	117.0			3.4	%
Total constant dollar change (non-U.S. GAAP)	72.8			3.6	%	10.5			1.4	%	42.9			25.2	%	12.0			2.3	%	138.2			4.0	%
Foreign currency translation	(5.4		)	(0.2	)%	(45.4		)	(5.9	)%	(43.7		)	(25.7	)%	(23.9		)	(4.5	)%	(118.4		)	(3.4	)%
Total change (U.S. GAAP)	67.4			3.4	%	(34.9		)	(4.5	)%	(0.8		)	(0.5	)%	(11.9		)	(2.2	)%	19.8			0.6	%

2019 Net Sales	$	2,070.2		59.3	%	$	732.4		21.0	%	$	169.3		4.8	%	$	520.3		14.9	%	$	3,492.2


⁽¹⁾	Our volume reported above includes the net impact of changes in unit volume as well as the period-to-period change in the mix of products sold.

Net Sales by Segment

The following table presents the components of change in net sales by reportable segment for the three and nine months ended September 30, 2019 compared with the same period in 2018. We also present the change in net sales excluding the impact of foreign currency translation, a non-U.S. GAAP measure, which we define as “constant dollar” and the change in net sales excluding the impact of foreign currency translation and acquisitions and divestitures, a non-U.S. GAAP measure, which we define as "organic." We believe using constant dollar and organic measures aids in the comparability between periods as it eliminates the volatility of changes in foreign currency exchange rates and eliminations large fluctuations due to acquisitions or divestitures.



	Three Months Ended September 30,
(In millions)	Food Care					Product Care					Total Company
2018 Net Sales	$	727.2		61.3	%	$	459.0		38.7	%	$	1,186.2
Price	2.6			0.4	%	1.9			0.4	%	4.5			0.4	%
Volume⁽¹⁾	13.9			1.9	%	(23.3		)	(5.1	)%	(9.4		)	(0.8	)%
Total organic change (non-U.S. GAAP)	16.5			2.3	%	(21.4		)	(4.7	)%	(4.9		)	(0.4	)%
Acquisitions	5.5			0.7	%	56.4			12.3	%	61.9			5.2	%
Total constant dollar change (non-U.S.GAAP)	22.0			3.0	%	35.0			7.6	%	57.0			4.8	%
Foreign currency translation	(19.6		)	(2.7	)%	(5.1		)	(1.1	)%	(24.7		)	(2.1	)%
Total change (U.S. GAAP)	2.4			0.3	%	29.9			6.5	%	32.3			2.7	%

2019 Net Sales	$	729.6		59.9	%	$	488.9		40.1	%	$	1,218.5



	Nine Months Ended September 30,
(In millions)	Food Care					Product Care					Total Company
2018 Net Sales	$	2,136.5		61.5	%	$	1,335.9		38.5	%	$	3,472.4
Price	33.1			1.5	%	8.4			0.6	%	41.5			1.2	%
Volume⁽¹⁾	33.4			1.6	%	(53.7		)	(4.0	)%	(20.3		)	(0.6	)%
Total organic change (non-U.S. GAAP)	66.5			3.1	%	(45.3		)	(3.4	)%	21.2			0.6	%
Acquisitions	8.5			0.4	%	108.5			8.1	%	117.0			3.4	%
Total constant dollar change (non-U.S.GAAP)	75.0			3.5	%	63.2			4.7	%	138.2			4.0	%
Foreign currency translation	(90.9		)	(4.2	)%	(27.5		)	(2.0	)%	(118.4		)	(3.4	)%
Total change (U.S. GAAP)	(15.9		)	(0.7	)%	35.7			2.7	%	19.8			0.6	%

2019 Net Sales	$	2,120.6		60.7	%	$	1,371.6		39.3	%	$	3,492.2


⁽¹⁾	Our volume reported above includes the net impact of changes in unit volume as well as the period-to-period change in the mix of products sold.

The following net sales discussion is on a reported and constant dollar basis.

Food Care

Three Months Ended September 30, 2019 Compared with the Same Period in 2018

As reported, net sales increased $2 million, or less than 1% in 2019 compared with 2018. On a constant dollar basis, net sales increased $22 million, or 3% in 2019 compared with 2018 primarily due to the following:


•	higher volume of $14 million, primarily in North America and APAC;


•	contributions from acquisition activities of $6 million; and


•	favorable price impact of approximately $3 million, primarily in South America driven by US dollar-based index pricing, partially offset in North America.

Nine Months Ended September 30, 2019 Compared with the Same Period of 2018

As reported, net sales decreased $16 million, or 1%, in 2019 compared to 2018. On a constant dollar basis, net sales increased $75 million, or 4%, in 2019 compared with 2018 primarily due to the following:


•	favorable price impact of $33 million, primarily in South America, driven by US dollar-based indexed pricing, partially offset by North America;


•	higher volume of $33 million, particularly in North America with positive volume trends also in South America and APAC, slightly offset by EMEA; and


•	contributions from acquisition activities of $9 million.

Product Care

Three Months Ended September 30, 2019 Compared with the Same Period in 2018

As reported, net sales increased $30 million, or 7%, in 2019 as compared to 2018. On a constant dollar basis, net sales increased $35 million, or 8%, in 2019 compared with 2018 primarily due to the following:


•	$56 million from acquisitions in their first twelve months, primarily APS; and


•	favorable price impact of $2 million, primarily in North America.

These were partially offset by:


•	lower volume, excluding acquisitions, of $23 million primarily in North America.

Nine Months Ended September 30, 2019 Compared with the Same Period of 2018

As reported, net sales increased $36 million, or 3%, in 2019 as compared to 2018. On a constant dollar basis, net sales increased $63 million, or 5%, in 2019 compared with 2018 primarily due to the following:


•	$109 million related to an increase in sales due to the APS and AFP acquired businesses; and


•	favorable price impact of $8 million, primarily in North America.

These were partially offset by:


•	lower volume of $54 million, primarily in North America and APAC.

Cost of Sales

Cost of sales for the three and nine months ended September 30, 2019 and 2018 were as follows:



	Three Months Ended September 30,						%		Nine Months Ended September 30,						%
(In millions)	2019			2018			Change		2019			2018			Change
Net sales	$	1,218.5		$	1,186.2		2.7	%	$	3,492.2		$	3,472.4		0.6	%
Cost of sales	826.5			820.7			0.7	%	2,356.7			2,369.4			(0.5	)%
As a % of net sales	67.8		%	69.2		%			67.5		%	68.2		%

Three Months Ended September 30, 2019 Compared with the Same Period in 2018

As reported, cost of sales increased by $6 million, or 1%, in 2019 compared to 2018. Cost of sales was impacted by favorable foreign currency translation of $18 million. As a percentage of net sales, cost of sales decreased by 140 basis points, from 69.2% for the three months ended September 30, 2018 to 67.8% for the three months ended September 30, 2019, primarily due to Reinvent SEE initiatives, including productivity improvements and restructuring savings and lower input costs.

Nine Months Ended September 30, 2019 Compared with the Same Period of 2018

As reported, cost of sales decreased by $13 million, or 1%, in 2019 compared to 2018. Cost of sales was impacted by favorable foreign currency translation of $85 million. As a percentage of net sales, cost of sales decreased by 70 basis points, from 68.2% for the nine months ended September 30, 2018 to 67.5% for the nine months ended September 30, 2019, primarily due improvements resulting from our Reinvent SEE initiatives, including productivity improvements and restructuring savings, as well as lower input costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SG&A") for the three and nine months ended September 30, 2019 and 2018 are included in the table below.



	Three Months Ended September 30,						%		Nine Months Ended September 30,						%
(In millions)	2019			2018			Change		2019			2018			Change
Selling, general and administrative expenses	$	221.6		$	192.1		15.4	%	$	699.9		$	578.9		20.9	%
As a % of net sales	18.2		%	16.2		%			20.0		%	16.7		%

Three Months Ended September 30, 2019 Compared with the Same Period in 2018

As reported, SG&A expenses increased by $30 million, or 15%, in 2019 compared to 2018. SG&A expenses were impacted by favorable foreign currency translation of $3 million. On a constant dollar basis, SG&A expenses increased approximately $33 million, or 17%. The increase is a result of a higher SG&A expense resulting from the acquisition of Automated Packaging Systems, restructuring associated costs primarily with our Reinvent SEE program and higher incentive compensation expense. These expenses were partially offset by cost savings resulting from our Reinvent SEE program.

Nine Months Ended September 30, 2019 Compared with the Same Period of 2018

As reported, SG&A expenses increased by $121 million, or 21%, in 2019 as compared to 2018. SG&A expenses were impacted by favorable foreign currency translation of approximately $15 million. On a constant dollar basis, SG&A expenses increased approximately $136 million, or 23%. The increase is a result of a $59 million charge related to the settlement agreement with Novipax, expense resulting from the acquisition of Automated Packaging Systems as well as restructuring associated charges primarily related to our Reinvent SEE program and higher incentive compensation expense. These expenses were partially offset by cost savings resulting from our Reinvent SEE program.

Amortization Expense of Intangible Assets Acquired

Amortization expense of intangible assets acquired for the three and nine months ended September 30, 2019 and 2018 were as follows:



	Three Months Ended September 30,						%		Nine Months Ended September 30,						%
(In millions)	2019			2018			Change		2019			2018			Change
Amortization expense of intangible assets acquired	$	9.5		$	3.6		163.9	%	$	18.5		$	10.9		69.7	%
As a % of net sales	0.8		%	0.3		%			0.5		%	0.3		%

The increase in amortization expense of intangibles for the three and nine months ended September 30, 2019 was primarily related to the acquisition of APS and AFP.

Reinvent SEE Strategy and Restructuring Activities

See Note 12, “Restructuring Activities,” of the Notes to Condensed Consolidated Financial Statements for additional details regarding each of the Company’s restructuring programs discussed below, restructuring plan’s accrual, spending and other activity for the nine months ended September 30, 2019.

In December 2018, our Board of Directors approved a three-year restructuring program (“New Program”) to drive total annualized savings by the end of 2021 in the range of $215 to $235 million. The total cash cost of the New Program is estimated to be in the range of $190 to $220 million, which will be incurred primarily in 2019 and 2020.

Sealed Air combined the New Program with its existing restructuring program (“Program”) which was largely related to the elimination of stranded costs. The Program is estimated to generate incremental cost savings of approximately $250 million by the end of 2021. For the nine months ended September 30, 2019, the Program generated incremental cost savings of $52 million related to reductions in operating costs, $47 million related to restructuring actions and $24 million related to actions impacting price cost spread.

The actual timing of future costs and cash payments related to the Program described above are subject to change due to a variety of factors that may cause a portion of the costs, spending and benefits to occur later than expected. In addition, changes in foreign exchange rates may impact future costs, spending, benefits and cost synergies.

Interest Expense, net

Interest expense, net includes the stated interest rate on our outstanding debt, as well as the net impact of capitalized interest, interest income, the effects of interest rate swaps and the amortization of capitalized senior debt issuance costs and credit facility fees, bond discounts, and terminated treasury locks.

Interest expense, net for the three and nine months ended September 30, 2019 and 2018 was as follows:



	Three Months Ended September 30,									Nine Months Ended September 30,
(In millions)	2019			2018			Change			2019			2018			Change
Interest expense on our various debt instruments:
Term Loan A due July 2022⁽¹⁾	$	2.7		$	—		$	2.7		$	2.7		$	—		$	2.7
Term Loan A due July 2023	2.1			2.1			—			6.4			6.8			(0.4		)
Revolving credit facility due July 2023	0.4			0.4			—			1.1			1.6			(0.5		)
6.50% Senior Notes due December 2020	7.0			7.1			(0.1		)	21.1			21.1			—
4.875% Senior Notes due December 2022	5.3			5.4			(0.1		)	16.1			16.1			—
5.25% Senior Notes due April 2023	5.7			5.8			(0.1		)	17.3			17.3			—
4.50% Senior Notes due September 2023	5.2			5.4			(0.2		)	15.6			16.5			(0.9		)
5.125% Senior Notes due December 2024	5.6			5.6			—			16.8			16.8			—
5.50% Senior Notes due September 2025	5.6			5.6			—			16.8			16.8			—
6.875% Senior Notes due July 2033	7.8			7.8			—			23.3			23.3			—
Other interest expense	5.8			3.9			1.9			14.8			12.6			2.2
Less: capitalized interest	(2.5		)	(1.3		)	(1.2		)	(6.4		)	(5.0		)	(1.4		)
Less: interest income	(2.2		)	(3.0		)	0.8			(9.0		)	(12.6		)	3.6
Total	$	48.5		$	44.8		$	3.7		$	136.6		$	131.3		$	5.3

⁽¹⁾

On August 1, 2019, Sealed Air Corporation, on behalf of itself and certain of its subsidiaries, and Sealed Air Corporation (US) entered into the Amendment whereby the Company's existing senior secured credit facility with Bank of America, N.A., as agent, and the other financial institutions party thereto, was amended. The Amendment provides for a new incremental term facility in an aggregate principal amount of up to $475 million, to be used, in part, to finance the acquisition of APS. See Note 13, "Debt and Credit Facilities," of the Notes to Condensed Consolidated Financial Statements for further details.

Other (Expense) Income, net

Brazil Tax Credits

Cryovac Brasil Ltda., a Sealed Air subsidiary, received a final decision from the Brazilian court regarding a claim in which Sealed Air contended that certain indirect taxes paid were calculated on an incorrect amount. As a result of this case, the Company expects to receive credits on indirect tax payments in future periods. During the second quarter of 2019, the Company filed a return claim for the tax years of 2015 through 2018; as such, the Company has recorded $4.8 million to other (expense) income, net on the Condensed Consolidated Statements of Operations in the second quarter. The Company is currently working on documentation and a claim for the tax years of 2010 through 2014. The Company may be able to claim an

overpayment of indirect taxes paid as far back as 2002. Subsequent claims may result in material future credits related to prior periods; however, these amounts cannot be estimated at this time. The Company will record income for future credits once the amounts are realizable.

See Note 21, “Other (Expense) Income, net,” of the Notes to Condensed Consolidated Financial Statements for additional components of other (expense) income, net.

Income Taxes

Our effective income tax rate for the three and nine months ended September 30, 2019 was 22% and 28%, respectively. In comparison to the U.S. statutory rate of 21%, the Company's effective income tax rate for the three month period ended September 30, 2019, is positively impacted by the benefits of U.S. Research and Development credits for current and prior periods and is negatively impacted by foreign earnings taxed at a higher rate, the effect of GILTI and other foreign income inclusions in the U.S. tax base, a U.S. audit assessment related to the valuation of an Intellectual Property Transfer in a 2011, state income taxes and non-deductible expenses. For the nine month period ended September 30, 2019, the Company's effective income tax rate is negatively impacted by foreign earnings taxed at a higher rate, the effect of GILTI and other foreign income inclusions in the U.S. tax base, U.S. audit assessments associated with 2011 and 2012 transactions, state income taxes and non-deductible expenses. For the nine month period ended September 30, 2019, the Company's effective income tax rate is positively impacted by the benefits for the U.S. Research and Development credit for current and prior periods and the release of valuation allowance on foreign deferred assets in Brazil related to improved profitability from Reinvent SEE initiatives.

The Company expects its effective tax rate related to continuing operations for the remainder of 2019 to be approximately 29% based on its projected mix of earnings, although the actual effective tax rate could vary from the anticipated rate as a result of many factors, including but not limited to the following:


•	The actual mix of earnings by jurisdiction could fluctuate from the Company’s projection;


•	The tax effects of discrete items, including accruals related to tax contingencies, the resolution of worldwide tax matters, tax audit settlements, statute of limitations expirations and changes in tax regulations, which are reflected in the period in which they occur; and


•	Any future legislative changes, and any related additional tax optimization efforts to address these changes.

Due to the uncertainty in predicting these items, it is possible that the actual effective tax rate used for financial reporting purposes will change in future periods.

Our effective income tax rate for the three and nine months ended September 30, 2018 was 31% and 115%, respectively. In comparison to the U.S. statutory rate of 21%, the Company’s effective tax rate was negatively impacted primarily by the Transition Tax and GILTI provisions associated with the TCJA. Tax expense reflected $290 million of discrete expense for the provisional tax estimate under SAB 118 related to the one-time mandatory tax on previously deferred foreign earnings of U.S subsidiaries under TCJA.

Our effective income tax rate depends upon the realization of our net deferred tax assets. We have deferred tax assets related to accruals not yet deductible for tax purposes, state and foreign net operating loss carryforwards and investment tax allowances, employee benefit items, and other items.

The U.S. Internal Revenue Service is currently auditing the 2011-2014 consolidated U.S. federal income tax returns of the Company. Included in the audit of the 2014 return is the examination by the IRS with respect to the Settlement agreement deduction and the related carryback to tax years 2004-2012. The outcome of the examination may require us to make a significant payment.

We have established valuation allowances to reduce our deferred tax assets to an amount that is more likely than not to be realized. Our ability to utilize our deferred tax assets depends in part upon our ability to carry back any losses created by the deduction of these temporary differences, the future income from existing temporary differences, and the ability to generate future taxable income within the respective jurisdictions during the periods in which these temporary differences reverse. If we are unable to generate sufficient future taxable income in the U.S. and certain foreign jurisdictions, or if there is a significant change in the time period within which the underlying temporary differences become taxable or deductible, we could be required to increase our valuation allowances against our deferred tax assets. Conversely, if we have sufficient future taxable income in jurisdictions where we have valuation allowances, we may be able to reverse those valuation allowances.

The change in valuation allowances for the three months ended September 30, 2019 was not material. The decrease in valuation allowance for the nine months ended September 30, 2019 was $8 million. The change in valuation allowances for the three and nine months ended September 30, 2018 was not material.

We reported a net increase in unrecognized tax benefits in the three and nine months ended September 30, 2019 of $17 million and $26 million, respectively, primarily related to research credits, U.S audit assessments, and interest accruals on existing positions. Interest and penalties on tax assessments are included in income tax expense. We reported changes in unrecognized tax benefits in the three and nine months ended September 30, 2018 of a $2 million increase and a $12 million decrease, respectively, primarily related to interest accruals and statute of limitations lapses in foreign jurisdictions.

Net Earnings (Loss) from Continuing Operations

Net earnings (loss) from continuing operations for the three and nine months ended September 30, 2019 and 2018 are included in the table below.



	Three Months Ended September 30,				%		Nine Months Ended September 30,					%
(In millions)	2019		2018		Change		2019		2018			Change
Net earnings (loss) from continuing operations	$	79.5	$	75.6	5.2	%	$	169.3	$	(49.1	)	(444.8	)%

Three Months Ended September 30, 2019 Compared with the Same Period in 2018

For the three months ended September 30, 2019, net earnings was unfavorably impacted by $20 million of Special Items, after tax. Special Items were primarily the result of $20 million ($15 million, net of taxes) in restructuring and restructuring associated costs primarily related to our Reinvent SEE program.

For the three months ended September 30, 2018, net earnings was unfavorably impacted by $21 million of Special Items, after tax. Special Items were primarily comprised of charges related to the sale of Diversey of $9 million ($7 million, net of taxes), restructuring and other restructuring associated costs of $7 million ($7 million, net of taxes) and charges related to acquisition and divestiture activities of $5 million ($4 million, net of taxes).

Nine Months Ended September 30, 2019 Compared with the Same Period of 2018

For the nine months ended September 30, 2019, net earnings was unfavorably impacted by $148 million of Special Items after tax, which were primarily the result of $94 million ($71 million, net of taxes) in restructuring and restructuring associated costs primarily related to Reinvent SEE program and a $59 million ($44 million, net of taxes) charge related to the Novipax settlement.

For the nine months ended September 30, 2018, net loss was unfavorably impacted by $333 million of Special Items, including $290 million of provisional tax expense for the one-time tax on unrepatriated foreign earnings pursuant to the TCJA. In addition, net loss was unfavorably impacted by Special Items expenses primarily related to restructuring and other restructuring associated costs of $25 million ($21 million, net of taxes), charges related to the sale of Diversey of $21 million ($16 million, net of taxes) and charges related to acquisition and divestiture activities of $10 million ($8 million, net of taxes), partially offset by gain on class-action litigation proceeds of $13 million ($10 million, net of taxes).

Adjusted EBITDA by Segment

We allocate and disclose depreciation and amortization expense to our segments, although depreciation and amortization are not included in the segment performance metric Adjusted EBITDA. We also allocate and disclose restructuring charges and impairment of goodwill and other intangible assets by segment, although it is not included in the segment performance metric Adjusted EBITDA since restructuring charges and impairment of goodwill and other intangible assets are categorized as Special Items. The accounting policies of the reportable segments and Corporate are the same as those applied to the Condensed Consolidated Financial Statements.

The reconciliation of U.S. GAAP net earnings (loss) from continuing operations to non-U.S. GAAP Adjusted EBITDA follows our Adjusted EBITDA by segment commentary.



	Three Months Ended September 30,						%		Nine Months Ended September 30,						%
(In millions)	2019			2018			Change		2019			2018			Change
Food Care	$	159.6		$	145.4		9.8	%	$	458.1		$	415.5		10.3	%
Adjusted EBITDA Margin	21.9		%	20.0		%			21.6		%	19.4		%
Product Care	84.0			76.4			9.9	%	243.0			233.3			4.2	%
Adjusted EBITDA Margin	17.2		%	16.6		%			17.7		%	17.5		%
Corporate	(2.5		)	(2.9		)	(13.8	)%	(7.5		)	(7.6		)	(1.3	)%
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations	$	241.1		$	218.9		10.1	%	$	693.6		$	641.2		8.2	%
Adjusted EBITDA Margin	19.8		%	18.5		%			19.9		%	18.5		%

The following is a discussion of the factors that contributed to the change in Adjusted EBITDA by segment.

Food Care

Three Months Ended September 30, 2019 Compared with the Same Period in 2018

Adjusted EBITDA increased $14 million in 2019 compared to the same period in 2018. Adjusted EBITDA was impacted by unfavorable foreign currency translation of approximately $4 million. On a constant dollar basis, Adjusted EBITDA increased $18 million, or 12%, in 2019 compared with the same period in 2018, which was primarily due to the impact of:


•	Reinvent SEE benefits of $35 million driven by actions reducing operating costs by $15 million, restructuring savings of $14 million and improvements to price cost spread of $6 million;


•	business growth including approximately $5 million from higher volume; and


•	other price cost spread drivers of $2 million.

These were partially offset by:


•	higher operating costs of approximately $23 million, including labor inflation, higher incentive compensation, investments in the business and other manufacturing costs.

Nine Months Ended September 30, 2019 Compared with the Same Period of 2018

On a reported basis, Adjusted EBITDA increased $43 million in 2019 compared to the same period in 2018. Adjusted EBITDA was impacted by unfavorable foreign currency translation of approximately $17 million. On a constant dollar basis, Adjusted EBITDA increased $60 million, or 14%, in 2019 compared with the same period in 2018, which was primarily due to the impact of:


•	Reinvent SEE benefits of $79 million driven by actions reducing operating costs by $38 million, restructuring savings of $28 million and improvements to price cost spread of $13 million;


•	other price cost spread drivers of $21 million; and


•	business growth including $11 million from higher volume.

These were partially offset by:


•	higher operating costs of $51 million, including labor inflation, higher incentive compensation, investments in the business and other manufacturing costs.

Product Care

Three Months Ended September 30, 2019 Compared with the Same Period in 2018

On a reported basis, Adjusted EBITDA increased $8 million in 2019 compared to the same period in 2018. Adjusted EBITDA was impacted by unfavorable foreign currency translation of approximately $1 million. On a constant dollar basis, Adjusted EBITDA increased $9 million, or 11%, in 2019 compared with the same period in 2018, which was primarily due to the impact of:


•	Reinvent SEE benefits of $14 million driven by restructuring savings of $7 million, improvements to price cost spread of $5 million and actions reducing operating costs by $2 million; and


•	other price cost spread drivers of approximately $11 million.

These were partially offset by:


•	lower volume of $9 million, primarily driven by macroeconomic headwinds, particularly in the industrial sector; and


•	higher operating costs of $8 million including labor inflation, higher incentive compensation expense, non-material manufacturing costs, and investments in the business.

Contributions from recent acquisitions was negligible in the three months ended September 30, 2019, primarily due to the $7 million one-time non-cash inventory step-up charge associated with the APS acquisition.

Nine Months Ended September 30, 2019 Compared with the Same Period of 2018

On a reported basis, Adjusted EBITDA increased $10 million in 2019 compared to the same period in 2018. Adjusted EBITDA was impacted by unfavorable foreign currency translation of approximately $5 million. On a constant dollar basis, Adjusted EBITDA increased $15 million, or 6%, in 2019 compared with the same period in 2018, which was primarily due to the impact of:


•	Reinvent SEE benefits of $44 million driven by restructuring savings of $19 million, actions reducing operating costs by $14 million and improvements to price cost spread of $11 million;


•	other price cost spread drivers of $20 million; and


•	contributions from recent acquisitions of $1 million, which is net of the $7 million one-time non-cash inventory step-up charge associated with the Automated Packaging Systems acquisition.

These was partially offset by:


•	higher operating costs of approximately $30 million, including labor inflation, higher incentive compensation expense, non-material manufacturing costs, investment in the business; and


•	lower volume of $21 million, primarily driven by macroeconomic headwinds, particularly in the industrial sector.

Corporate

Three Months Ended and Nine Months Ended September 30, 2019 Compared with the Same Period in 2018

Corporate Adjusted EBITDA was relatively flat on an as reported basis in the three and nine months ended September 30, 2019 as compared with the same period in 2018.

Reconciliation of U.S. GAAP Net Earnings (Loss) from Continuing Operations to non-U.S. GAAP Total Company Adjusted EBITDA



	Three Months Ended September 30,					Nine Months Ended September 30,
(In millions)	2019		2018			2019		2018
Net earnings (loss) from continuing operations	$	79.5	$	75.6		$	169.3	$	(49.1	)
Interest expense, net	48.5		44.8			136.6		131.3
Income tax provision	22.8		33.4			65.5		388.4
Depreciation and amortization, net of adjustments⁽¹⁾	53.2		41.0			131.4		121.9
Special Items:
Restructuring charges⁽²⁾	6.9		6.6			43.6		22.3
Other restructuring associated costs⁽³⁾	12.8		0.7			50.8		2.5
Foreign currency exchange loss (gain) due to highly inflationary economies	1.3		(0.4		)	3.4		(0.4		)
Charges related to the Novipax settlement agreement	—		—			59.0		—
Charges related to acquisition and divestiture activity	6.0		13.5			9.2		31.3
Gain from class-action litigation settlement	—		—			—		(12.6		)
Other Special Items⁽⁴⁾	10.1		3.7			24.8		5.6
Pre-tax impact of Special Items	37.1		24.1			190.8		48.7
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations	$	241.1	$	218.9		$	693.6	$	641.2


⁽¹⁾	Depreciation and amortization by segment is as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2019			2018			2019			2018
Food Care	$	30.6		$	25.6		$	81.8		$	79.8
Product Care	22.7			15.5			50.7			42.5
Total Company depreciation and amortization⁽ⁱ⁾	53.3			41.1			132.5			122.3
Depreciation and amortization adjustments	(0.1		)	(0.1		)	(1.1		)	(0.4		)
Depreciation and amortization, net of adjustments	$	53.2		$	41.0		$	131.4		$	121.9


⁽ⁱ⁾	Includes share-based incentive compensation of $12 million and $25 million for the three and nine months ended September 30, 2019, respectively, and $8 million and $24 million for the three and nine months ended September 30, 2018, respectively.


⁽²⁾	Restructuring charges by segment were as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2019		2018		2019		2018
Food Care	$	3.9	$	2.3	$	26.3	$	8.4
Product Care	3.0		4.3		17.3		13.9
Total Company restructuring charges	$	6.9	$	6.6	$	43.6	$	22.3


⁽³⁾	Other restructuring associated costs for three and nine months ended September 30, 2019, primarily relate to fees paid to third-party consultants in support of Reinvent SEE and costs related to property consolidations resulting from Reinvent SEE.


⁽⁴⁾	Other Special Items for the three and nine months ended September 30, 2019, primarily included fees related to professional services, mainly legal fees, directly associated with Special Items or events that are considered one-time or infrequent in nature.

Liquidity and Capital Resources

Principal Sources of Liquidity

Our primary sources of cash are the collection of trade receivables generated from the sales of our products and services to our customers and amounts available under our existing lines of credit, including our Third Amended and Restated Credit Agreement, and our accounts receivable securitization programs. Our primary uses of cash are payments for operating expenses, investments in working capital, capital expenditures, interest, taxes, dividends, share repurchases, debt service obligations, restructuring expenses and other long-term liabilities. We believe that our current liquidity position and future cash flows from operations will enable us to fund our operations, including all of the items mentioned above in the next twelve months.

As of September 30, 2019, we had cash and cash equivalents of $200 million, of which approximately $185 million, or 93%, was located outside of the U.S. As of September 30, 2019, cash trapped outside of the U.S was not material. Our U.S. cash balances and committed liquidity facilities available to U.S. borrowers were sufficient to fund our U.S. operating requirements and capital expenditures, current debt obligations and dividends. The Company does not expect that in the near term cash located outside of the U.S. will be needed to satisfy its obligations, dividends and other demands for cash in the U.S.

Cash and Cash Equivalents

The following table summarizes our accumulated cash and cash equivalents:




(In millions)	September 30, 2019		December 31, 2018
Cash and cash equivalents	$	200.0	$	271.7

See “Analysis of Historical Cash Flow” below.

Accounts Receivable Securitization Programs

At September 30, 2019 we had $138 million available to us under the U.S. and European programs of which we had $60 million and $78 million borrowed under the U.S. and European programs, respectively. At December 31, 2018, we had $150 million available to us under the programs of which we had $84 million borrowed under the European program. See Note 10, “Accounts Receivable Securitization Programs,” of the Notes to Condensed Consolidated Financial Statements for information concerning these programs.

Lines of Credit

At September 30, 2019 and December 31, 2018, we had a $1.0 billion revolving credit facility and had $58 million and $140 million of outstanding borrowings under the facility, respectively. In July 2018, we amended and restated our senior secured credit facility, including the revolving credit facility, and entered into the Third Amended and Restated Credit Agreement. In August 2019, the Company and certain of its subsidiaries further amended the Third Amended and Restated Credit Agreement. See Note 13, “Debt and Credit Facilities,” of the Notes to Condensed Consolidated Financial Statements for further details.

There was $9 million outstanding under various lines of credit extended to our subsidiaries at September 30, 2019 and December 31, 2018. See Note 13, “Debt and Credit Facilities,” of the Notes to Condensed Consolidated Financial Statements for further details.

Covenants

At September 30, 2019, we were in compliance with our financial covenants and limitations, as discussed in “Covenants” of Note 13, “Debt and Credit Facilities,” of the Notes to Condensed Consolidated Financial Statements.

Debt Ratings

Our cost of capital and ability to obtain external financing may be affected by our debt ratings, which the credit rating agencies review periodically. Below is a table that details our credit ratings by the various types of debt by rating agency.



	Moody’s Investor Services	Standard & Poor’s
Corporate Rating	Ba2	BB+
Senior Unsecured Rating	Ba3	BB+
Senior Secured Credit Facility Rating	Baa3	BBB-
Outlook	Stable	Stable

These credit ratings are considered to be below investment grade (with the exception of the Baa3 and BBB- Senior Secured Credit Facility Rating from Moody’s Investor Services and Standard & Poor’s, respectively, which are classified as investment grade). If our credit ratings are downgraded, there could be a negative impact on our ability to access capital markets and borrowing costs could increase. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating organization. Each rating should be evaluated independently of any other rating.

Outstanding Indebtedness

At September 30, 2019 and December 31, 2018, our total debt outstanding consisted of the amounts set forth in the following table.




(In millions)	September 30, 2019			December 31, 2018
Short-term borrowings	$	205.0		$	232.8
Current portion of long-term debt	14.2			4.9
Total current debt	219.2			237.7
Total long-term debt, less current portion⁽¹⁾	3,694.0			3,236.5
Total debt⁽²⁾	3,913.2			3,474.2
Less: Cash and cash equivalents	(200.0		)	(271.7		)
Net Debt	$	3,713.2		$	3,202.5


⁽¹⁾	Amounts are net of unamortized discounts and debt issuance costs of $22 million as September 30, 2019 and $24 million as of December 31, 2018.


⁽²⁾	Includes liabilities associated with our finance leases but not the liabilities associated with our operating leases.

See Note 13, “Debt and Credit Facilities,” of the Notes to Condensed Consolidated Financial Statements for further details.

Analysis of Historical Cash Flow

The following table shows the changes in our Condensed Consolidated Statements of Cash Flows in the nine months ended September 30, 2019 and 2018.



	Nine Months Ended September 30,
(In millions)	2019			2018
Net cash provided by operating activities	$	251.2		$	150.0
Net cash used in investing activities	(615.4		)	(211.2		)
Net cash provided by (used in) financing activities	295.4			(334.2		)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(2.9		)	(7.3		)

In addition to net cash provided by operating activities, we use free cash flow as a useful measure of performance and as an indication of the strength and ability of our operations to generate cash. We define free cash flow as cash provided by operating activities less capital expenditures (which is classified as an investing activity). Free cash flow is not defined under U.S. GAAP. Therefore, free cash flow should not be considered a substitute for net income or cash flow data prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. Free cash flow does not represent residual cash available for discretionary expenditures, including certain debt servicing requirements or non-

discretionary expenditures that are not deducted from this measure. We historically have generated the majority of our annual free cash flow in the second half of the year. Below are the details of free cash flow for the nine months ended September 30, 2019 and 2018:



	Nine Months Ended September 30,
(In millions)	2019			2018			Change
Cash flow provided by operating activities	$	251.2		$	150.0		$	101.2
Capital expenditures	(141.6		)	(114.8		)	(26.8		)
Free cash flow⁽¹⁾	$	109.6		$	35.2		$	74.4


⁽¹⁾	Free cash flow was $80 million in the nine months ended September 30, 2018 excluding the payment of charges related to the sale of Diversey and efforts to address related stranded costs of $45 million.

Net Cash Provided by Operating Activities

Nine Months Ended September 30, 2019

Net cash provided by operating activities of $251 million in the nine months ended September 30, 2019 was primarily attributable to:


•	$159 million of net earnings, as well as $173 million of non-cash adjustments to reconcile net earnings to net cash provided by operating activities primarily including depreciation and amortization, share-based incentive compensation expenses and profit sharing expenses; and


•	$23 million of changes in other and asset and liability balances including income tax receivable/payable balances. This activity reflects timing of accrued liabilities including accrued restructuring and taxes payable.

These were partially offset by:


•	$103 million of changes in working capital, including a decrease in cash provided by accounts payable and an increase in inventory reflecting acquisitions and the timing of raw material purchases.

Nine Months Ended September 30, 2018

Net cash provided by operating activities of $150 million in the nine months ended September 30, 2018 was primarily attributable to:


•	$7 million of net loss, as well as $174 million of non-cash adjustments to reconcile net loss to net cash provided by operating activities, primarily attributable to depreciation and amortization, an increase in deferred taxes, share-based incentive compensation expenses and profit sharing expenses;


•	$55 million of changes in tax payable/receivable balances. This activity reflects an increase of provisional tax expense for the one-time tax on unrepatriated foreign earnings pursuant to the TCJA; and


•	$27 million of changes in other liabilities and assets. This activity primarily reflects a one-time payment in lieu of certain future royalty payments and the timing of incentive compensation payments.

These were partially offset by:


•	$99 million of changes in working capital, as a result of increases in inventory and net trade receivables, offset by increases in accounts payable. This activity reflects the timing of inventory purchases and an increase in inventory stock.

Net Cash Used in Investing Activities

Nine Months Ended September 30, 2019

Net cash used in investing activities of $615 million in the nine months ended September 30, 2019 primarily consisted of the following:


•	$453 million for acquisition activities during the year including the purchase of Automated Packaging Systems;


•	capital expenditures of $142 million;


•	the purchase of a six-month time deposit as part of our insurance captive of $11 million; and


•	$9 million related to settlements of foreign currency forward contracts and other investing activity.

Nine Months Ended September 30, 2018

Net cash used in investing activities of $211 million in the nine months ended September 30, 2018 primarily consisted of the following:


•	capital expenditures of $115 million;


•	$68 million related to the acquisition of AFP;


•	$20 million of working capital settlements paid related to the sale of Diversey;


•	an increase to cost method investments of $8 million; and


•	$6 million related to settlements of foreign currency forward contracts.

These were partially offset by:


•	$7 million related to proceeds from the sale of businesses and working capital adjustments related to other acquisitions.

Net Cash Provided by (Used in) Financing Activities

Nine Months Ended September 30, 2019

Net cash provided by financing activities of $295 million in the nine months ended September 30, 2019 was primarily due to the following:


•	proceeds from long-term debt of $475 million due to the new Term Loan A which was used to fund the purchase of APS.

These were partially offset by:


•	payments of quarterly dividends of $74 million;


•	repurchases of common stock of $67 million;


•	net payments of short-term borrowings of $20 million;


•	netting of common stock for tax withholding obligations relating to stock-based compensation of $11 million; and


•	other financing activities of $7 million, including principal payments on financing lease obligations.

Nine Months Ended September 30, 2018

Net cash used in financing activities of $334 million in the nine months ended September 30, 2018 was primarily due to the following:


•	repurchases of common stock of $534 million;


•	payments of quarterly dividends of $79 million;


•	acquisition of common stock for tax withholding obligations relating to stock-based compensation of $8 million;


•	$6 million payment of debt extinguishment costs; and


•	other financing activities of $3 million, including principal payments on financing lease obligations.

These factors were partially offset by:


•	net proceeds from short-term borrowings of $296 million primarily due to borrowings under our accounts receivable securitization programs and draws on our local lines of credit for use of working capital and share repurchases.

Changes in Working Capital

(In millions)

September 30, 2019

December 31, 2018

Change

Working capital (current assets less current liabilities)

89.1

66.2

22.9

Current ratio (current assets divided by current liabilities)

1.1x

1.0x

Quick ratio (current assets, less inventories divided by current liabilities)

0.6x

0.7x

The $23 million, or 35%, increase in working capital reflects:


•	an increase in prepaid expenses and other current assets of $76 million; and


•	an increase in inventory of $73 million, as a result of acquisitions, timing of inventory purchases, an inventory stock build to meet forecasted demand and acquisition activity.

These were partially offset by:


•	a decrease in cash and cash equivalents of $72 million related primary to investing and financing activities, including the payment of dividends and repurchases of common stock, partially offset by cash generated from operations; and


•	an increase in other current liabilities of $54 million, reflecting the timing of accrued liabilities including restructuring and taxes payable.

Changes in Stockholders’ Deficit

The $45 million, or 13%, increase in stockholders’ deficit in the nine months ended September 30, 2019 was primarily due to the following:


•	net earnings of $159 million;


•	stock issued for profit sharing contribution paid in stock of $22 million;


•	unrealized gains on derivative instruments of $15 million;


•	the effect of share-based incentive compensation of $15 million; and


•	recognition of pension items, net of taxes of $2 million.

These were partially offset by:


•	dividends paid and accrued on our common stock of $75 million;


•	a net increase in shares held in treasury of $67 million; and


•	cumulative translation adjustment of $26 million.

We repurchased approximately 1.6 million shares of our common stock in the nine months ended September 30, 2019 for $67 million. See Note 19, “Stockholders’ Deficit,” of the Notes to Condensed Consolidated Financial Statements for further details.

Derivative Financial Instruments

Interest Rate Swaps

Net Investment Hedge

Other Derivative Instruments

Foreign Currency Forward Contracts

At September 30, 2019, we were party to foreign currency forward contracts, which did not have a significant impact on our liquidity.

The information set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q in Note 14, “Derivatives and Hedging Activities,” of the Notes to Condensed Consolidated Financial Statements under the caption “Foreign Currency Forward Contracts,” is incorporated herein by reference. For further discussion about these contracts and other financial instruments, see Part I, Item 3, “Quantitative and Qualitative Disclosures about Market Risk.”

Recently Issued Statements of Financial Accounting Standards, Accounting Guidance and Disclosure Requirements

We are subject to numerous recently issued statements of financial accounting standards, accounting guidance and disclosure requirements. Note 2, “Recently Adopted and Issued Accounting Standards,” of the Notes to Condensed Consolidated Financial Statements which is contained in Part I, Item 1 of this Quarterly Report on Form 10-Q, describes these new accounting standards and is incorporated herein by reference.

Critical Accounting Policies and Estimates

There have been no material changes in our critical accounting policies and estimates from those disclosed in our 2018 Form 10-K with the exception of the adoption of ASU 2016-02 which is discussed further in Note 4, "Leases," of the Notes to Condensed Consolidated Financial Statements. For a discussion of our critical accounting policies and estimates, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in Part II, Item 7 of our 2018 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in the conditions in the global financial markets, interest rates, foreign currency exchange rates and commodity prices and the creditworthiness of our customers and suppliers, which may adversely affect our Condensed Consolidated Financial Condition and Results of Operations. We seek to minimize these risks through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not purchase, hold or sell derivative financial instruments for trading purposes.

Interest Rates

From time to time, we may use interest rate swaps, collars or options to manage our exposure to fluctuations in interest rates. At September 30, 2019, we had no outstanding interest rate swaps, collars or options.

See Note 15, “Fair Value Measurements and Other Financial Instruments,” of the Notes to Condensed Consolidated Financial Statements for details of the methodology and inputs used to determine the fair value of our fixed rate debt. The fair value of our fixed rate debt varies with changes in interest rates. Generally, the fair value of fixed rate debt will increase as interest rates fall and decrease as interest rates rise. A hypothetical 10% increase in interest rates would result in a decrease of $53 million in the fair value of the total debt balance at September 30, 2019. These changes in the fair value of our fixed rate debt do not alter our obligations to repay the outstanding principal amount or any related interest of such debt.

Foreign Exchange Rates

Operations

As a large global organization, we face exposure to changes in foreign currency exchange rates. These exposures may change over time as business practices evolve and could materially impact our Condensed Consolidated Financial Condition and Results of Operations in the future. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above for the impacts foreign currency translation had on our operations.

Argentina

Recent economic events in Argentina have continued to expose us to heightened levels of foreign currency exchange risks. As of July 1, 2018, Argentina's economy was designated as a hyper-inflationary economy. We recognized a net foreign currency exchange loss of $1 million and $3 million, for the three and nine months ended September 30, 2019, respectively and a net foreign currency exchange gain of $0.4 million for the three and nine months ended September 30, 2018, within Foreign currency exchange loss due to highly inflationary economies on the Condensed Consolidated Statements of Operations, primarily related to the designation of Argentina as a highly inflationary economy under U.S GAAP. See Note 1, "Organization and Basis of Presentation," of the Notes to Condensed Consolidated Financial Statements for additional information. As of September 30, 2019, 1% of our consolidated net sales were derived from products sold in Argentina and net assets include $4 million of cash and cash equivalents. Also, as of September 30, 2019, our Argentina subsidiaries had a negative cumulative translation adjustment balance of $24 million.

Russia

The U.S. and the European Union (EU) have imposed sanctions on various sectors of the Russian economy and on transactions with certain Russian nationals and entities. Russia has also announced economic sanctions against the U.S. and other nations that include a ban on imports of certain products. These sanctions are not expected to have a material impact on our business as much of the operations in Russia support local production; however, they may limit the amount of future business the Company does with customers involved in activities in Russia. However, as of September 30, 2019, we do not anticipate these events will have a material impact to our 2019 results of operations. As of September 30, 2019, 2% of our consolidated net sales were derived from products sold into Russia and net assets include $17 million of cash and cash equivalents. Also, as of September 30, 2019, our Russian subsidiaries had a negative cumulative translation adjustment balance of $30 million.

Brazil

Recent economic events in Brazil, including the increase in the benchmark interest rate set by the Brazilian Central Bank, have exposed us to heightened levels of foreign currency exchange risks. However, as of September 30, 2019, we do not anticipate these events will have a material impact on our 2019 results of operations. As of September 30, 2019, 3% of our consolidated net sales were derived from products sold into Brazil and net assets include $13 million of cash and cash equivalents. The Company has a closed defined benefit pension plan in Brazil. We do not believe the economic environment in Brazil exposes the Company to heightened risk through the defined benefit pension plan, as the plan represents only 3% of the Company's total projected benefit obligation and defined benefit plan assets as of December 31, 2018. Further we believe, the assets are well hedged to the interest rate environment. Also, as of September 30, 2019, our Brazil subsidiaries had a negative cumulative translation adjustment balance of $41 million.

United Kingdom

The United Kingdom is in the process of exiting the European Union, which has been delayed but is currently scheduled to occur in late 2019 or early 2020 (referred to as "Brexit"). Although the final terms of the withdrawal are not yet known, we continue to assess the risk and impact of the United Kingdom's exit from the European Union on our operations, controls, and financial performance.

Brexit may impact the way we currently serve our customers in the United Kingdom and in Ireland, as we expect the United Kingdom's exit from the European Union to reduce efficiencies associated with serving customers in these countries from a central location. We are monitoring our processes as well as operating and legal entity structure to continue to efficiently address changes that may arise from Brexit including: customs processing and clearance, transit and logistics time and potential updates to terms and conditions present within our customer contracts. We continue to monitor inventory levels including any incremental stock that may be required to minimize disruptions to our business and our customers' business.

Brexit may require us to tighten credit controls that will have adverse impact on our sales and bad debt expense. Further devaluation of the Sterling would have a negative impact on our financial results reported in US Dollar. However, as of September 30, 2019, we do not anticipate these events will have a material impact on our 2019 results of operations. As of

September 30, 2019, 3% of our consolidated net sales were derived from products sold into the United Kingdom and net assets include $5 million of cash and cash equivalents. Also, as of September 30, 2019, our United Kingdom subsidiaries had a negative cumulative translation adjustment balance of $39 million.

A large concentration of the Company's defined benefit plans is in the United Kingdom. Approximately 35% of the Company's projected benefit obligation and 45% of defined benefit plan assets are in the United Kingdom as of December 31, 2018. Market volatility could have a negative impact on both our plan assets and our benefit obligations. We believe that the market and associated impacts on the value of our plan assets and assumptions used to determine the projected benefit obligation reflect the uncertainties related to Brexit. The Company and the Plans' Trustees have employed de-risking strategies in the defined benefit asset portfolios to reduce market volatility risk, interest rate risk and future cash flow risk. Our defined benefit assets in the United Kingdom are diversified between international equities, fixed income investments, and insurance buy-in contracts which all help mitigate market volatility risk.

We have deployed a cross-functional project team working to mitigate the impact and risk associated with Brexit. We continue to monitor the progress of the final terms of the United Kingdom's exit from the European Union along with associated impacts to our business.

Foreign Currency Forward Contracts

We use foreign currency forward contracts to fix the amounts payable or receivable on some transactions denominated in foreign currencies. A hypothetical 10% adverse change in foreign exchange rates at September 30, 2019 would have caused us to pay approximately $51 million to terminate these contracts. Based on our overall foreign exchange exposure, we estimate this change would not materially affect our financial position and liquidity. The effect on our results of operations would be substantially offset by the impact of the hedged items.

Our foreign currency forward contracts are described in Note 14, “Derivatives and Hedging Activities,” of the Notes to Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q which is incorporated herein by reference.

Net Investment Hedge

The €400.0 million 4.50% notes issued in June 2015 are designated as a net investment hedge, hedging a portion of our net investment in a certain European subsidiary against fluctuations in foreign exchange rates. The change in the translated value of the debt was $12 million as of September 30, 2019 and is reflected in long-term debt on our Condensed Consolidated Balance Sheets.

In March 2015, we entered into a series of cross-currency swaps with a combined notional amount of $425 million, hedging a portion of the net investment in a certain European subsidiary against fluctuations in foreign exchange rates. As a result of the sale of Diversey, we terminated these cross-currency swaps in September 2017 and settled these swaps in October 2017. The fair value of the swaps on the date of termination was a liability of $62 million which was partially offset by semi-annual interest settlements of $18 million. This resulted in a net impact of $(44) million which is recorded in AOCL.

For derivative instruments that are designated and qualify as hedges of net investments in foreign operations, settlements and changes in fair values of the derivative instruments are recognized in unrealized net gains or loss on derivative instruments for net investment hedge, a component of accumulated other comprehensive loss, net of taxes, to offset the changes in the values of the net investments being hedged. Any portion of the net investment hedge that is determined to be ineffective is recorded in other (expense) income, net on the Condensed Consolidated Statements of Operations.

Other Derivative Instruments

We may use other derivative instruments from time to time to manage exposure to foreign exchange rates and to access to international financing transactions. These instruments can potentially limit foreign exchange exposure by swapping borrowings denominated in one currency for borrowings denominated in another currency.

Outstanding Debt

Our outstanding debt is generally denominated in the functional currency of the borrower or in euros as is the case with the issuance of €400 million of 4.50% senior notes due 2023. We believe that this enables us to better match operating cash flows with debt service requirements and to better match the currency of assets and liabilities. The amount of outstanding debt

denominated in a functional currency other than the U.S. dollar was $605 million at September 30, 2019 and $590 million at December 31, 2018.

Customer Credit

We are exposed to credit risk from our customers. In the normal course of business, we extend credit to our customers if they satisfy pre-defined credit criteria. We maintain an allowance for doubtful accounts for estimated losses resulting from the failure of our customers to make required payments. An additional allowance may be required if the financial condition of our customers deteriorates. The allowance for doubtful accounts is maintained at a level that management assesses to be appropriate to absorb estimated losses in the accounts receivable portfolio.

Our customers may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. Our provision for bad debt expense was $1 million and $3 million for the three and nine months ended September 30, 2019, respectively, and $1 million and $2 million for the three and nine months ended September 30, 2018, respectively. The allowance for doubtful accounts was $10 million and $9 million at September 30, 2019 and December 31, 2018, respectively.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended, that are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that our employees accumulate this information and communicate it to our management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), as appropriate, to allow timely decisions regarding the required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only “reasonable assurance” of achieving the desired control objectives, and management necessarily must apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under Rule 13a-15. Our management, including our Chief Executive Officer and Chief Financial Officer, supervised and participated in this evaluation. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the “reasonable assurance” level.

Changes in Internal Control over Financial Reporting

There has not been any change in our internal control over financial reporting during the nine months ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth in Item 1 of Part I of this Quarterly Report on Form 10-Q in Note 18, “Commitments and Contingencies,” which is incorporated herein by reference. See also Part I, Item 3, “Legal Proceedings,” of our 2018 Form 10-K, as subsequently updated by our Quarterly Reports on Form 10-Q, as well as the information incorporated by reference in that item.

On November 1, 2019, purported Company stockholder UA Local 13 & Employers Group Insurance Fund filed a putative class action complaint in the United States District Court for the Southern District of New York against the Company and certain of its current and former officers. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder based on allegedly false and misleading statements and omissions concerning the Company’s tax deduction in connection with its 2014 settlement for asbestos-related liabilities related to the Cryovac acquisition and the Company’s subsequent hiring of Ernst & Young LLP as its independent auditors. The plaintiff seeks to represent a class of purchasers of the Company’s common stock between November 5, 2014 and August 6, 2018. The complaint seeks, among other things, unspecified compensatory damages, including interest, and attorneys’ fees and costs.

Following the announcement on June 20, 2019 that the Company had terminated the employment of William G. Stiehl as Chief Financial Officer, the Company received a Grand Jury subpoena from the United States Attorney's Office for the Western District of North Carolina (the "U.S. Attorney's Office") seeking documents relating to that termination and relating to the process by which the Company selected its former independent audit firm for the fiscal years of 2015 through 2018.

The Company is fully cooperating with the SEC and the U.S. Attorney's Office and cannot predict the outcome or duration of either of those investigations.

We are also involved in various other legal actions incidental to our business. We believe, after consulting with counsel, that the disposition of these other legal proceedings and matters will not have a material effect on our condensed consolidated financial condition or results of operations.

Item 1A. Risk Factors.

There have been no significant changes to our risk factors since December 31, 2018, with the exception of an additional risk factor related to the ongoing investigations by the U.S. Department of Justice and the SEC.

We are involved in ongoing investigations by the U.S. Department of Justice and U.S. Securities and Exchange Commission, the results of which could adversely impact our business and results of operations and our ability to comply with certain obligations imposed by federal securities laws and other applicable rules.

The Company has received from the staff of the SEC subpoenas for documents and requests for information in connection with the SEC's previously disclosed investigation. Those subpoenas and requests seek documents and information regarding the Company's accounting for income taxes, its financial reporting and disclosures, the process by which the Company selected its former independent audit firm which audited the fiscal years of 2015 through 2018, the independence of that audit firm, and other matters. The Company has also received a Grand Jury subpoena from the U.S. Attorney's Office seeking documents relating to the termination of our former CFO and relating to the process by which the Company selected its previous independent audit firm.

The Company is fully cooperating with the SEC and the U.S. Attorney's Office. However, we cannot predict the outcome or duration of either of those investigations and there can be no guarantee as to the amount of internal and external resources we may need to devote to responding to any further requests we may receive from the SEC and/or the U.S. Attorney's Office. In addition, if the SEC and/or the U.S. Attorney's Office were to charge the Company with violations, we could potentially be

subject to fines, penalties or other adverse consequences, and our business and financial condition could be adversely impacted. Furthermore, any determination that the Company’s previous audit firm was not independent during the years it audited could require that certain of our historical financial statements be re-audited by our new independent registered public accounting firm which could affect our ability to comply with certain reporting obligations imposed by federal securities laws.

For a discussion of our risk factors, please refer to Part I, Item 1A, “Risk Factors,” of our 2018 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below sets forth the total number of shares of our common stock, par value $0.10 per share, that we repurchased in each month of the quarter ended September 30, 2019, the average price paid per share and the maximum approximate dollar value of shares that may yet be purchased under our publicly announced plans or programs.



Period	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Announced Plans or Programs	Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
	(a)	(b)		(c)	(d)
Balance as of June 30, 2019					$	707,648,181
July 1, 2019 through July 31, 2019	23,452	$	—	—	707,648,181
August 1, 2019 through August 31, 2019	5,440	$	—	—	707,648,181
September 1, 2019 through September 30, 2019	5,635	$	—	—	707,648,181
Total	34,527			—	$	707,648,181

⁽¹⁾

On July 9, 2015, the Board of Directors authorized a stock repurchase program to repurchase up to $1.5 billion of the Company’s issued and outstanding common stock. This program replaced the previous stock repurchase program approved in August 2007. On March 25, 2017, the Board of Directors authorized up to an additional $1.5 billion of repurchases of the Company’s outstanding common stock under such program. Additionally, on May 2, 2018, the Board of Directors increased the share repurchase program authorization to $1.0 billion. This new program has no expiration date and replaced the previous authorizations. We from time to time acquire shares by means of (i) open market transactions, including through plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and privately negotiated transactions, including accelerated share repurchase programs, pursuant to our publicly announced program described above, (ii) shares withheld from awards under our Omnibus Incentive Plan pursuant to the provision thereof that permits tax withholding obligations or other legally required charges to be satisfied by having us withhold shares from an award under that plan and (iii) shares reacquired pursuant to the forfeiture provision of our Omnibus Incentive Plan. We report price calculations in column (b) in the table above only for shares purchased as part of our publicly announced program, when applicable. For shares withheld for minimum tax withholding obligations or other legally required charges, we withhold shares at a price equal to their fair market value. We do not make payments for shares reacquired by the Company pursuant to the forfeiture provision of the Omnibus Incentive Plan as those shares are simply forfeited.



Period	Shares withheld for tax obligations and charges	Average withholding price for shares in column (a)		Forfeitures under Omnibus Incentive Plan	Total
	(a)	(b)		(c)	(d)
July 2019	2,913	$	42.78	20,539	23,452
August 2019	641	$	40.75	4,799	5,440
September 2019	913	$	41.95	4,722	5,635
Total	4,467			30,060	34,527

Item 6. Exhibits



Exhibit Number		Description
3.1		Unofficial Composite Amended and Restated Certificate of Incorporation of the Company as currently in effect. (Exhibit 3.1 to the Company’s Registration Statement on Form S-3, Registration No. 333-108544, is incorporated herein by reference.)
3.2		Amended and Restated By-Laws of the Company as currently in effect. (Exhibit 3.1 to the Company’s Current Report on Form 8-K, Date of Report February 15, 2017, File No. 1-12139, is incorporated herein by reference.)
10.1		Amendment No. 2 to Third Amended and Restated Syndicated Facility Agreement and Incremental Assumption Agreement, dated as of August 1, 2019, by and among Sealed Air Corporation, on behalf of itself and certain of its subsidiaries, and Sealed Air Corporation (US), Bank of America, N.A., as agent and the other financial institutions party thereto.
31.1		Certification of Edward L. Doheny II pursuant to Rule 13a-14(a), dated November 8, 2019.
31.2		Certification of James M. Sullivan pursuant to Rule 13a-14(a), dated November 8, 2019.
32		Certification of Edward L. Doheny II and James M. Sullivan, pursuant to 18 U.S.C. § 1350, dated November 8, 2019.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	Sealed Air Corporation

Date: November 8, 2019	By:	/s/ James M. Sullivan
		James M. Sullivan
		Senior Vice President and Chief Financial Officer

Exhibit 10.1

AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT AND INCREMENTAL ASSUMPTION AGREEMENT

This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT AND INCREMENTAL ASSUMPTION AGREEMENT, dated as of August 1, 2019 (this “Agreement”), is made by and among SEALED AIR CORPORATION, a Delaware corporation (the “Company”), for and on behalf of itself and, in its capacity as the Borrower Representative, for and on behalf of, each other Borrower, SEALED AIR CORPORATION (US), a Delaware corporation (the “2019 Incremental Term Borrower”), as the borrower of the 2019 Incremental Term Advances (as defined below) under the 2019 Incremental Term Facility referred to below, BANK OF AMERICA, N.A., as agent for and on behalf of the Lenders and other secured parties thereunder (in such capacity, the “Agent”), the Persons listed on the signature pages hereto as “Incremental Term Lenders” (the “2019 Incremental Term Lenders”, and each a “2019 Incremental Term Lender”) and the other undersigned Lenders. Capitalized terms used but not defined herein have the meaning assigned thereto in the Amended Facility Agreement (as defined below).

PRELIMINARY STATEMENTS

WHEREAS, reference is made to that certain Third Amended and Restated Syndicated Facility Agreement, dated as of July 12, 2018 (as amended by Amendment No. 1 to Third Amended and Restated Syndicated Facility Agreement, dated as of July 12, 2018, as further amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time prior to the date hereof, the “Existing Facility Agreement”), made by and among the Company, the other Borrowers (as defined therein) party thereto, the lenders from time to time party thereto (the “Lenders”), the Agent, and the other parties referred to therein;

WHEREAS, the Company has entered into that certain Equity Purchase Agreement with Automated Packaging Systems, LLC (f/k/a Automated Packaging Systems, Inc.), an Ohio limited liability company (“APS”), APS Holding Company, Inc., an Ohio corporation, and the stockholders of APS on April 30, 2019 (including all exhibits and schedules thereto and all amendments, waivers, and forbearance agreements in respect thereof, and as amended or otherwise modified prior to the date hereof, the “APS Acquisition Agreement”) to acquire (the “APS Acquisition”) all or substantially all of the Equity Interests of APS;

WHEREAS, Section 2.04 of the Existing Facility Agreement permits the Company to establish an Incremental Term Facility by, among other things, entering into one or more Incremental Assumption Agreements in accordance with the terms and conditions of the Existing Facility Agreement with each Incremental Term Lender agreeing to provide Incremental Term Advances;

WHEREAS, the Company has requested that the 2019 Incremental Term Lenders commit to make Incremental Term Advances in the form of additional term advances (the “2019 Incremental Term Advances”) to the 2019 Incremental Term Borrower on the 2019 Incremental Effective Date (as defined in Section 5 below) pursuant to a three-year, non-amortizing Incremental Term Facility (the “2019 Incremental Term Facility”) under the Amended Facility Agreement, in an aggregate principal amount of $475,000,000, the proceeds of which will be used to finance or refinance, as applicable, the APS Acquisition, and to pay for all related payment or performance obligations under the APS Acquisition Agreement, and for costs and expenses incurred in connection therewith, and for the working capital and general corporate purposes of the 2019 Incremental Term Borrower, the Company and their respective Subsidiaries;

WHEREAS, in order to permit the 2019 Incremental Term Advances to have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the currently outstanding Term Advances and a final maturity date that is earlier than the Latest Scheduled Term Loan Termination Date, the Company has requested that certain provisions of the Existing Facility Agreement be amended or waived as set forth herein (the “Amendment”), and the Lenders party hereto constituting the Required Lenders under the Existing Facility Agreement, have agreed so to amend or waive such provisions of the Existing Facility Agreement;

WHEREAS, to induce (x) the Lenders holding Advances under the Existing Facility Agreement immediately prior to the Amendment Effective Date to consent to the Amendment contained herein, and (y) the 2019 Incremental Term Lenders (as defined below) to extend the 2019 Incremental Term Advances, the Company, each other Borrower and each other Subsidiary Guarantor has agreed to affirm and confirm all obligations under the Loan Documents, including without limitation its obligations under each Collateral Document;

WHEREAS, Bank of America, N.A. has agreed to act as sole lead arranger and bookrunner for the 2019 Incremental Term Facility (the “Sole Arranger”); and

WHEREAS, each 2019 Incremental Term Lender is willing to provide Incremental Term Commitments (the “2019 Incremental Term Commitments”) and make 2019 Incremental Term Advances to the 2019 Incremental Term Borrower on the terms and subject to the conditions set forth herein;

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1.Amendments to Existing Facility Agreement.

(a)The Existing Facility Agreement is, effective as of the Amendment Effective Date (as hereinafter defined) and subject to the satisfaction or waiver in writing of the conditions precedent set forth in Section 4, hereby amended (the Existing Facility Agreement, as so amended by this Agreement, the “Amended Facility Agreement”) to delete the struck text (indicated textually in the same manner as the following example: struck text), and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages of the Amended Facility Agreement attached as Annex I hereto.

(b)On and after the Amendment Effective Date, the rights and obligations of the parties to the Existing Facility Agreement shall be governed by the Amended Facility Agreement.

SECTION 2. The 2019 Incremental Term Advances. Pursuant to Section 2.04 of the Amended Facility Agreement, and subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, on and as of the 2019 Incremental Effective Date:

(a) Each 2019 Incremental Term Lender that is a signatory hereto (as indicated on the respective signature page of each) hereby agrees that (i) as contemplated by Section 2.04 of the Amended Facility Agreement, such 2019 Incremental Term Lender shall have a new Incremental Term Commitment to make 2019 Incremental Term Advances, and shall make 2019 Incremental Term Advances to the 2019 Incremental Term Borrower pursuant thereto on the 2019 Incremental Effective Date, in each case in an amount equal to the amount set forth opposite such 2019 Incremental Term Lender’s name under the heading “2019 Incremental Term Commitment” on Schedule I to this Agreement, with such 2019 Incremental Term Advances to be made on the same terms as, and with all other characteristics consistent with, the Term A Advances outstanding immediately prior to the 2019 Incremental Effective Date, except as otherwise agreed

pursuant to, and set forth in, this Agreement; and (ii) such 2019 Incremental Term Lender shall (x) in the case of a 2019 Incremental Term Lender that is already a Term Lender under the Existing Facility Agreement, continue to be a “Term Lender” and a “Lender”, for all purposes of, and subject to all the obligations of a “Term Lender” and a “Lender” under the Amended Facility Agreement and the other Loan Documents, and (y) in the case of a 2019 Incremental Term Lender that is not an existing Term Lender under the Existing Facility Agreement, be deemed to be, and shall become, a “Term Lender” and a “Lender”, for all purposes of, and subject to all the obligations of a “Term Lender” and a “Lender” under the Amended Facility Agreement and the other Loan Documents. Each Loan Party and the Agent hereby agree that, from and after the 2019 Incremental Effective Date, each 2019 Incremental Term Lender shall be deemed to be, and shall become, a “Term Lender” and a “Lender”, as applicable, for all purposes of, and with all the rights and remedies of a “Term Lender” and a “Lender”, as applicable, under, the Amended Facility Agreement and the other Loan Documents;

(b) each Incremental Term Lender, each Loan Party and the Agent hereby agree that this Agreement is an “Incremental Assumption Agreement”, as defined in the Amended Facility Agreement; and

(c) the 2019 Incremental Term Commitments provided for hereunder shall terminate on the 2019 Incremental Effective Date immediately after the funding of the 2019 Incremental Term Advances.

SECTION 3. Representations and Warranties. To induce the Agent and the Lenders (including the 2019 Incremental Term Lenders) to enter into this Agreement, the Borrower Representative (for and on behalf of itself and the other Borrowers) hereby represents and warrants, on and as of each of the Amendment Effective Date and the 2019 Incremental Effective Date, to the Agent and the Lenders (including the 2019 Incremental Term Lenders on and as of the 2019 Incremental Effective Date), that:

(a) At the time of and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing or would result from the effectiveness of this Agreement and the consummation of the transactions contemplated hereby.

(b) (i) The representations and warranties set forth in the Existing Facility Agreement (other than the representation set forth in the last sentence of Section 4.01(f) of the Existing Facility Agreement) and each other Loan Document are true and correct in all material respects as of (A) the Amendment Effective Date and the (B) 2019 Incremental Effective Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and except to the extent that such representations and warranties are already qualified as to materiality or Material Adverse Effect, in which case such qualified representations and warranties shall be true and correct in all respects and (ii) since December 31, 2018, there has been no change in the business, results of operations or financial condition of the Company and its Restricted Subsidiaries, taken as a whole, that would reasonably be expected to have a Material Adverse Effect.

(c) Each Loan Party (i) is duly organized or incorporated, validly existing or incorporated and registered (as applicable) and, if applicable, in good standing, under the laws of the jurisdiction of its incorporation or organization, (ii) has the corporate or comparable power and authority to execute, deliver and perform its obligations under this Agreement (if it is a party hereto), the Foreign Reaffirmation Agreement (as defined below) (if it is a party thereto), and/or the U.S. Reaffirmation Agreement (as defined below) (if it is a party thereto), respectively, and perform its obligations under the Amended Facility Agreement and (iii)(x) if applicable, is duly qualified as a foreign corporation, (y) in good standing in its jurisdiction of organization and, (z) if applicable, in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except with respect to clauses (x) and (z) where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

(d) Each Loan Party has duly executed and delivered this Agreement (if it is a party hereto), the Foreign Reaffirmation Agreement (if it is a party thereto), and/or the U.S. Reaffirmation Agreement (if it is a party thereto), respectively, and each of such Loan Documents constitutes its legal, valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,

reorganization, moratorium or other similar laws generally affecting creditors’ rights and to equitable principles (regardless of whether enforcement is sought in equity or at law).

SECTION 4. Conditions to Effectiveness of the Amendment. The Amendments set forth in Section 1 hereof shall become effective as of the first date when, and only when, the following conditions have been satisfied, or waived in accordance with the provisions of the Existing Facility Agreement (the “Amendment Effective Date”):

(a) Execution and Delivery. The Agent shall have received this Agreement, duly executed and delivered by the Borrower Representative, the Agent and Lenders constituting the Required Lenders.

(b) No Default. No Default or Event of Default shall have occurred and be continuing, or would result from the effectiveness of this Agreement and the consummation of the transactions contemplated hereby.

(c) Representations and Warranties. (i) The representations and warranties contained in Section 3 of this Agreement, in Section 4.01 of the Existing Facility Agreement (other than the representation set forth in the last sentence of Section 4.01(f) of the Existing Facility Agreement) and in the other Loan Documents, shall, in each case, be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Amendment Effective Date; except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and except to the extent that such representations and warranties are already qualified as to materiality or Material Adverse Effect, in which case such qualified representations and warranties shall be true and correct in all respects.

(ii) Since December 31, 2018, there has been no change in the business, results of operations or financial condition of the Company and its Restricted Subsidiaries, taken as a whole, that would reasonably be expected to have a Material Adverse Effect.

(d) Reaffirmation Agreements. The Agent shall have received:

(i) a Reaffirmation Agreement in substantially the form of Annex II-A hereto (the “U.S. Reaffirmation Agreement”), duly executed by each Person listed on Schedule II hereto (collectively, the “U.S. Entities”); and

(ii) a Reaffirmation Agreement in substantially the form of Annex II-B hereto, or in such other form as may be required under laws applicable to any Foreign Subsidiary that is a Loan Party (the “Foreign Reaffirmation Agreement”), duly executed by each Person listed on Schedule III hereto (collectively, the “Non-U.S. Entities”); and

(e) Officer’s Certificate. A certificate signed by a Responsible Officer of the Company certifying compliance with the conditions precedent set forth in clause (b) and (c) of this Section 4.

SECTION 5. Conditions Precedent to the 2019 Incremental Effective Date. The obligations of the 2019 Incremental Term Lenders to make their respective 2019 Incremental Term Commitments and 2019 Incremental Term Advances as provided in Section 2 hereof shall become effective on and as of the date when, and only when, the following conditions have been satisfied, or waived in accordance with the provisions of the Amended Facility Agreement (the “2019 Incremental Effective Date”):

(a) Execution and Delivery. The Agent shall have received this Agreement, duly executed and delivered by the Company, the 2019 Incremental Term Borrower, the Agent and the 2019 Incremental Term Lenders.

(b) Effective Date. The Amendment Effective Date shall have occurred prior to the 2019 Incremental Effective Date (though both may occur on the same date) in each case in accordance with Sections 1 through 4 of this Agreement.

(c) No Default. No Default or Event of Default shall have occurred at the time of the incurrence of the 2019 Incremental Term Advances and be continuing, or would result from the making thereof.

(d) Representations and Warranties. (i) The representations and warranties contained in Section 3 of this Agreement, in Section 4.01 of the Amended Facility Agreement (other than the representation set forth in the last sentence of Section 4.01(f) of the Existing Facility Agreement) and in the other Loan Documents, shall, in each case, be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the 2019 Incremental Effective Date; except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and except to the extent that such representations and warranties are already qualified as to materiality, in which case such qualified representations and warranties shall be true and correct in all respects.

(ii) Since December 31, 2018, there has been no change in the business, results of operations or financial condition of the Company and its Restricted Subsidiaries (including the 2019 Incremental Term Borrower), taken as a whole, that would reasonably be expected to have a Material Adverse Effect.

(e) 2019 Incremental Term Advance Request; Notice of Borrowing. On or prior to the 2019 Incremental Effective Date pursuant to Sections 2.04(a) and 3.02 of the Amended Facility Agreement, the Agent shall have received a written notice by the 2019 Incremental Term Borrower (i) of its request for 2019 Incremental Term Advances pursuant to Section 2.04 of the Amended Facility Agreement and (ii) which shall include a Notice of Borrowing.

(f) Loan Certificate. The Agent shall have received a loan certificate from a Responsible Officer of each U.S. Loan Party, in substantially the form of Annex III attached hereto, together with appropriate attachments which shall include the following items: (i) a true, complete and correct copy of the articles of incorporation, certificate of limited partnership, certificate of formation or organization or other constitutive document of such U.S. Loan Party, to the extent applicable certified by an appropriate Governmental Authority, (ii) a true, complete and correct copy of the by-laws, articles of association, partnership agreement or limited liability company or operating agreement (or other applicable organizational document) of such U.S. Loan Party, (iii) a copy of the resolutions of the board of managers, board of directors or other appropriate governing body of such U.S. Loan Party authorizing the execution, delivery and performance by such U.S. Loan Party of this Agreement, the U.S. Reaffirmation Agreement and the other Loan Documents to which it is a party , and the performance by such U.S. Loan Party of its obligations under the Amended Facility Agreement and, with respect to the 2019 Incremental Term Borrower, authorizing the borrowing of the 2019 Incremental Term Advances hereunder, and (iv) certificates of existence, to the extent available, of such U.S. Loan Party issued by an appropriate Governmental Authority.

(g) Solvency Certificate. The Agent shall have received a solvency certificate from a Senior Financial Officer of the Company (substantially in the form of Annex IV attached hereto) certifying that after giving pro forma effect to the consummation of the transactions contemplated hereby, the Company and its Restricted Subsidiaries (including the 2019 Incremental Term Borrower), on a consolidated basis, will be Solvent as of the 2019 Incremental Effective Date.

(h) Officer’s Certificate. A certificate signed by a Responsible Officer of the Company and of the 2019 Incremental Term Borrower certifying compliance with the conditions precedent set forth in clause (c) and (d) of this Section 5.

(i) Opinion of Counsel to the Loan Parties. The Agent shall have received:

(i) a legal opinion of Clifford Chance US LLP, counsel to the Loan Parties, dated as of the 2019 Incremental Effective Date, addressed to the Agent, the Lenders under the Amended Facility Agreement and each 2019 Incremental Term Lender, in form and substance reasonably satisfactory to the Agent; and

(ii) to the extent not covered in the opinion referred to in clause (i) above:

(A) a legal opinion of Nelson Mullins Riley & Scarborough LLP, as local Texas counsel to Austin Foam Plastics, Inc., dated as of the 2019 Incremental Effective Date, addressed to the Agent, the Lenders under the Amended Facility Agreement and each 2019 Incremental Term Lender, in form and substance reasonably satisfactory to the Agent;

(B) a legal opinion of Krieg DeVault LLP, as local Indiana counsel to Fagerdala Packaging Inc. (Indiana), dated as of the 2019 Incremental Effective Date, addressed to the Agent, the Lenders under the Amended Facility Agreement and each 2019 Incremental Term Lender, in form and substance reasonably satisfactory to the Agent; and

(C) a legal opinion of Ballard Spahr LLP, as local Nevada counsel to Sealed Air Nevada Holdings Limited, dated as of the 2019 Incremental Effective Date, addressed to the Agent, the Lenders under the Amended Facility Agreement and each 2019 Incremental Term Lender, in form and substance reasonably satisfactory to the Agent.

(j) Notes. A Note, executed by the 2019 Incremental Term Borrower in favor of each 2019 Incremental Term Lender that has requested a Note at least three (3) Business Days in advance of the 2019 Incremental Effective Date(substantially in the form of Exhibit B to the Existing Facility Agreement with such conforming changes as may be necessary or appropriate to reflect the terms of the 2019 Incremental Term Facility).

(k) KYC Documentation. (i) The Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested by the Agent or any Lender in writing at least five (5) days prior to the 2019 Incremental Effective Date, and (ii) each Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Loan Party (A) to the Agent at least five Business Days prior to

the 2019 Incremental Effective Date, and (B) to each Lender that so requests such Beneficial Ownership Certification at least five Business Days prior to the 2019 Incremental Effective Date, promptly following such request and in any event within three Business Days of such request (provided, that after its receipt of such a Beneficial Ownership Certification, a Lender may request additional or corrective information if such Lender is not reasonably satisfied with such Beneficial Ownership Certification).

(l) Group Structure Chart. The Agent shall have received a corporate structure chart of the Company and all of its Subsidiaries after giving effect to the APS Acquisition.

(m) Fees and Expenses. The Company shall have paid (or substantially concurrently with the satisfaction of the other conditions set forth herein, on the 2019 Incremental Effective Date, shall pay) (i) all arrangement fees required to be paid by the Company to the Sole Arranger on the 2019 Incremental Effective Date, and (ii) all reasonable and documented costs and expenses of the Agent in connection with the preparation, negotiation, execution and delivery of this Agreement (including, without limitation, the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as special New York counsel to the Agent) to the extent invoiced one (1) Business Day prior to the 2019 Incremental Effective Date.

SECTION 6. Reference to and Effect on the Loan Documents.

(a) On and after the Amendment Effective Date (and with respect to amendments related to the Incremental Term Loan Advances, on and after the 2019 Incremental Effective Date), each reference in the Amended Facility Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Facility Agreement, and each reference in the Notes and each of the other Loan Documents to “the Facility Agreement”, “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Facility Agreement, shall mean and be a reference to the Existing Facility Agreement, as amended and modified by this Agreement.

(b) The Existing Facility Agreement, the Notes and each of the other Loan Documents, as specifically amended and modified by this Agreement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Company (for and on behalf of itself and, in its capacity as the Borrower Representative, for and on behalf of, each other Borrower) hereby agrees that (i) the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents to the extent provided in the Collateral Documents, each of which is hereby in all respects ratified and confirmed and (ii) the Amended Facility Agreement, each Guaranty and all of the guarantees described therein do and shall continue to secure the payment and performance of all Obligations (including without limitation the Guaranteed Obligations) of the Borrowers and each other Loan Party under the Loan Documents to the extent provided therein, each of which is hereby in all respects ratified and confirmed.

(c) Save as expressly provided herein, the execution, delivery and effectiveness of this Agreement (i) shall not operate as a waiver of any right, power, privilege or remedy of any Lender, any Issuing Bank, any Swing Line Lender or the Agent under any of the Loan Documents and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or other agreements contained in the any of the Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Company, any other Loan Party or any other Person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or other agreements contained in the Amended Facility Agreement or any other Loan Document in similar or different circumstances after the date hereof.

(d) The Agent agrees to promptly post this Agreement for the Lenders on the Platform.

SECTION 7. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 8. Expenses. The Company agrees to reimburse the Agent for its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Agreement, in accordance with the provisions of Section 9.04(a) of the Amended Facility Agreement (and without duplication of such provision or any provision of this Agreement).

SECTION 9. Miscellaneous. The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to the Amended Facility Agreement and the other Loan Documents and their respective successors and permitted assigns. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10. Loan Document. Each of the parties hereto hereby agrees that this Agreement shall be a Loan Document for all purposes of the Amended Facility Agreement and the other Loan Documents, and the definition of “Loan Documents” set forth in the Amended Facility Agreement shall be deemed to have been amended to include this Agreement therein.

SECTION 11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY RIGHT TO ANY OTHER JURISDICTION THAT IT MAY HAVE BY REASON OF DOMICILE OR ANY OTHER REASON AND OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY NEW YORK STATE OR FEDERAL COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Third Amended and Restated Syndicated Facility Agreement and Incremental Assumption Agreement to be duly executed and delivered as of the day and year first above written.

SEALED AIR CORPORATION, as the Company and as Borrower Representative (for and on behalf of itself and for and on behalf of each other Borrower)



By:	/s/ Chad Keller

Name:	Chad Keller

Title:	Vice President and Treasurer

SEALED AIR CORPORATION (US), as the 2019 Incremental Term Borrower



By:	/s/ Chad Keller

Name:	Chad Keller

Title:	Vice President and Treasurer